VANGUARD STAR FUND
485APOS, 2000-03-01
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM N-1A

     REGISTRATION STATEMENT (NO. 2-88373) UNDER THE SECURITIES ACT OF 1933


                           PRE-EFFECTIVE AMENDMENT NO.
                        POST-EFFECTIVE AMENDMENT NO. 29
                                      AND


        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 31


                              VANGUARD STAR 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


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


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



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

<PAGE>


     The  Vanguard  STAR and  LifeStrategy  Funds'  prospectuses  from the prior
filing are incorporated by reference.


<PAGE>


SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 15, 2000

                                                             VANGUARD(R)
                                                             INTERNATIONAL STOCK
                                                             INDEX FUNDS

                                                             Prospectus
                                                             April 28, 2000

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

VANGUARD EUROPEAN
STOCK INDEX FUND

VANGUARD PACIFIC STOCK
INDEX FUND

VANGUARD EMERGING
MARKETS STOCK INDEX
FUND

VANGUARD DEVELOPED
FOREIGN MARKETS STOCK
INDEX FUND

VANGUARD TOTAL
INTERNATIONAL STOCK
INDEX FUND


INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S.
SECURITIES AND EXCHANGE  COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.  SHARES OF
VANGUARD  DEVELOPED  FOREIGN  MARKETS STOCK INDEX FUND MAY NOT BE SOLD,  NOR MAY
OFFERS TO BUY BE ACCEPTED,  PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS  COMMUNICATION  SHALL  NOT  CONSTITUTE  AN  OFFER  TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN A STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF THE STATES.


<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS
Prospectus

April 28, 2000

A Group of International Stock Index Mutual Funds

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

  1 AN INTRODUCTION TO INDEX FUNDS

  2 FUND PROFILES

     2 Vanguard European Stock Index Fund

     4 Vanguard Pacific Stock Index Fund

     6 Vanguard Emerging Markets Stock Index Fund

     9 Vanguard Developed Foreign Markets Stock Index Fund

    11 Vanguard Total International Stock Index Fund

 14 MORE ON THE FUNDS

 21 THE FUNDS AND VANGUARD

 21 INVESTMENT ADVISER

 22 DIVIDENDS, CAPITAL GAINS, AND TAXES

 24 SHARE PRICE

 24 FINANCIAL HIGHLIGHTS

 28 INVESTING WITH VANGUARD

    28 Services and Account Features

    29 Types of Accounts

    30 Buying Shares

    32 Redeeming Shares

    36 Transferring Registration

    36 Fund and Account Updates

 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

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

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

Institutional  Shares of Vanguard European,  Pacific, and Emerging Markets Stock
Index Funds, in addition to Institutional  Developed Foreign Markets Stock Index
Fund, have an investment  minimum of $10 million and are generally  available to
investors  who do not require  special  employee  benefit plan  services.  These
options  are  offered  by  another  prospectus,  which you can obtain by calling
Vanguard's Institutional Investor Group at 1-800-523-1036.

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

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


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

<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a  standard  to  measure  investment  performance.  An index  (or  "passively
managed")  fund tries to track,  as closely as possible,  the  performance of an
established target index. The fund does this by holding all, or a representative
sample,  of the securities  that comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire foreign stock market.
     Index funds are not  actively  managed by  investment  advisers who buy and
sell  securities  based on research and  analysis in an attempt to  outperform a
particular  benchmark  or the  market as a whole.  Rather,  index  funds  simply
attempt to mirror what the target index does, for better or worse.

WHAT INDEX FUNDS DOES VANGUARD OFFER?

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


FUND                                                 SEEKS TO TRACK
- -----------------------------------------------------------------------------
Vanguard European Stock Index Fund         European stock markets
Vanguard Pacific Stock Index Fund          Australian and Far East stock
                                            markets
Vanguard Emerging Markets Stock            13 emerging stock markets in
 Index Fund                                 Europe, Asia, Africa, and
                                            Latin America
Vanguard Developed Foreign Markets Stock   European, Australian, and Far
 Index Fund                                 East stock markets
Vanguard Total International Stock         European, Australian, Far East,
 Index Fund                                 and 13 emerging stock
                                            markets in Europe, Asia,
                                            Africa, and Latin America
- -----------------------------------------------------------------------------


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

<PAGE>

2

FUND PROFILE--
VANGUARD EUROPEAN STOCK INDEX FUND

The  following  profile  provides  you with a  summary  of the key  features  of
Vanguard European Stock Index Fund.

INVESTMENT OBJECTIVE

The  Fund  seeks  to  match  the  performance  of  the  Morgan  Stanley  Capital
International  (MSCI) Europe Index, which is made up of approximately 550 common
stocks of  companies  located  in 15  European  countries--mostly  in the United
Kingdom, Germany,  Switzerland,  and France, (which comprised xx%, xx%, xx%, and
xx% of the Index's  market  capitalization,  respectively,  as of  December  31,
1999), as well as in Austria,  Belgium,  Denmark,  Finland,  Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, and Sweden.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included  in the MSCI  Europe  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,   which  is  the  chance  that  an  entire   region--namely
     Europe--will be hurt by political troubles,  financial problems, or natural
     disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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
and five calendar years 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
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 0.5% transaction fee on
              purchases.
              ----------------------------------------------------


<PAGE>

3


     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund**              xx.xx%       xx.xx%            xx.xx%
      MSCI Europe Index           xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

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


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

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

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

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
     $xx         $xxx       $xxx         $xxx
- -------------------------------------------------


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

<PAGE>

4

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

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


INCEPTION DATE                          VANGUARD FUND NUMBER
June 18, 1990                           079

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            922042205

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VEURX
- --------------------------------------------------------------------------------

FUND PROFILE--
VANGUARD PACIFIC STOCK INDEX FUND

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

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance of the MSCI Pacific Free Index*,  which
consists of approximately 420 common stocks of companies located in Japan (which
comprised  xx% of the Index's  market  capitalization  as of December  31,1999),
Australia, Hong Kong, New Zealand, and Singapore.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely by a fund are tracked.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common stocks included in the MSCI Pacific Free Index. For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.


PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,  which is the  chance  that an  entire  region--namely  the
     Pacific region--will be hurt by political troubles,  financial problems, or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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

<PAGE>

5

shows how the Fund's  average  annual  total  returns for one and five years 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
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 0.5% transaction fee on
              purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock
       Index Fund**               xx.xx%       xx.xx%            xx.xx%
      MSCI Pacific Free Index     xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------

       *June 18, 1990.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES

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

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

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

<PAGE>

6

     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
- -------------------------------------------------
    $xx        $xxx       $xxx         $xxx
- -------------------------------------------------


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

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

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

INCEPTION DATE                          VANGUARD FUND NUMBER
June 18, 1990                           072

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            922042106

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VPACX
- --------------------------------------------------------------------------------

FUND PROFILE--
VANGUARD EMERGING MARKETS STOCK INDEX FUND

The following profile summarizes key features of Vanguard Emerging Markets Stock
Index Fund.

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance  of the Select  Emerging  Markets  Free
Index*,  which includes  approximately 500 common stocks of companies located in
13  emerging  markets of Europe,  Asia,  Africa,  and Latin  America--mostly  in
Brazil,  South  Africa,  and Mexico  (which  comprised  xx%, xx%, and xx% of the
Index's market capitalization,  respectively,  as of December 31, 1999), as well
as  Argentina,  the  Czech  Republic,   Greece,  Hungary,   Indonesia,   Israel,
Philippines,  Poland, Thailand, and Turkey. The developed countries of Hong Kong
and  Singapore are included in the Index to broaden  diversification  and ensure
adequate liquidity.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely are tracked.

<PAGE>

7

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included in the Select  Emerging  Markets  Free
Index. For more information  about passive  management,  see "Indexing  Methods"
under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles,  financial problems, or natural disasters. Country risk
     is especially high for funds that focus on stocks in emerging markets.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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 both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.


              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 1% transaction fee on
              purchases and redemptions.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).


<PAGE>

8


      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund**         xx.xx%       xx.xx%            xx.xx%
      MSCI Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      Select Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------

       *May 4, 1994.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 1% transaction fee on purchases and redemptions.
      -------------------------------------------------------------------------

FEES AND EXPENSES

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


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                       1%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    1%**
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):         $10/year+

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

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

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


<PAGE>

9

     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 any of the
periods below, as it would to those above):

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------

     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.

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

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

INCEPTION DATE                          VANGUARD FUND NUMBER
May 4, 1994                             533

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            922042304

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VEIEX
- --------------------------------------------------------------------------------


FUND PROFILE--VANGUARD DEVELOPED FOREIGN
MARKETS STOCK INDEX FUND

The following  profile  summarizes  key features of Vanguard  Developed  Foreign
Markets Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index, which includes approximately 1,000 common stocks of companies
located in Europe, Australia, Asia, and the Far East.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. It seeks
to track the  performance  of the MSCI EAFE  Index by  investing  in  Vanguard's
European Stock Index Fund and Pacific Stock Index Fund in  proportions  based on
the market  capitalization  of the MSCI EAFE Index. For more  information  about
passive management, see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.


<PAGE>

10


- -    Regional risk, which is the chance that an entire  region--either Europe or
     the Far East--will be hurt by political troubles,  financial  problems,  or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

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

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  estimated  amounts for the current  fiscal  year.  The Fund has no
operating history; actual operating expenses could be different.

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                         **

      *The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.
     **Although Developed Foreign Markets Stock Index Fund is not expected
       to incur any net expenses directly, the Fund's shareholders indirectly
       bear the expenses of the underlying Vanguard funds in which the Fund
       invests. See THE FUNDS AND VANGUARD. It is estimated that the Fund's
       indirect expense ratio for its first fiscal year, based on its
       underlying investments, will be 0.34%.

     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
- ------------------------
   $xxx        $xxx
- ------------------------

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


<PAGE>

11


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

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

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     921909xxx
- --------------------------------------------------------------------------------


FUND PROFILE--
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance  of the Total  International  Composite
Index,  which is a combination of the indexes tracked by the European,  Pacific,
and Emerging Markets Stock Index Funds.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of mutual funds that together seek to match the performance of the
Total  International  Composite Index. As a "fund of funds," the Fund invests in
Vanguard's  European,  Pacific,  and  Emerging  Markets  Stock Index  Funds,  in
proportions   based  on  each  market  segment's   contribution  to  the  market
capitalization of the Total International  Composite Index. For more information
about passive management, see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

<PAGE>

12

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 both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 0.5% transaction fee on
              purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                           1 YEAR          SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Total International
       Stock Index Fund**                  xx.xx%               xx.xx%
      MSCI EAFE + Emerging Markets
       Free Index                          xx.xx                xx.xx
      Total International Composite
       Index+                              xx.xx                xx.xx
      -------------------------------------------------------------------------

       *April 29, 1996.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee on purchases.
       +Consists of the MSCI EAFE Index and the Select Emerging Markets Free
        Index.
      -------------------------------------------------------------------------

FEES AND EXPENSES

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


<PAGE>

13

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                          +

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.
      +Although Total International Stock Index Fund is not expected to incur
       any net expenses directly, the Fund's shareholders indirectly bear the
       expenses of the underlying Vanguard funds in which the Fund invests.
       See THE FUNDS AND VANGUARD. The Fund's indirect expense ratio, based
       on its underlying investments, was 0.xx% as of December 31, 1999.


     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
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


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

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

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

INCEPTION DATE                          VANGUARD FUND NUMBER
April 29, 1996                          113

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            921909602

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VGTSX
- --------------------------------------------------------------------------------

<PAGE>

14

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
International   Stock   Index   Funds,    including   indexing   methods,   fund
characteristics,  additional risk  information,  costs and  market-timing,  fund
turnover, and other investment policies and risks.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Diversification.  Index  funds  generally  invest in a  diversified  mix of
     companies and industries.
- -    Relative  consistency.  Index  funds  typically  track the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  keep  trading  activity,  and  thus
     brokerage commissions, to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities  only to respond to redemption  requests or to adjust the number
     of shares it holds to  reflect a change in its  target  index,  the  fund's
     turnover  rate--and thus its realization of capital  gains--is usually very
     low.

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

INDEXING METHODS
In  seeking  to track a  particular  index,  a fund may use one of two  indexing
methods to select the stocks it invests in.
     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves. For example, if 5% of
the S&P 500  Index  were  made up of the  stock of a  specific  company,  a fund
tracking that index would invest about 5% of its assets in that company.

     Other index funds may use a different  selection process.  Because it would
be very  expensive to buy all of the stocks held in certain  indexes (the Select
Emerging Markets Free Index, for example,  includes  approximately  500 stocks),
funds  tracking  these  larger  indexes  use a  "sampling"  technique.  Using  a
sophisticated  computer program, these funds invest in stocks that will recreate
their  target  indexes  in  terms  of  industry,   size,   country,   and  other
characteristics.  For instance, if 10% of the Select Emerging Markets Free Index
were made up of the stocks of a certain  country,  the  Emerging  Markets  Stock
Index Fund would invest about 10% of its assets in stocks of the Index from that
country.  The  European,  Pacific,  and Emerging  Markets Stock Index Funds each
employ this method of  indexing.  As a "fund of funds," the Total  International
Stock Index Fund allocates its assets among the European,  Pacific, and Emerging
Markets Stock Index Funds. The Developed Foreign Markets Stock Index Fund, which
is also a "fund of funds,"  allocates  its assets among the European and Pacific
Stock Index Funds.


<PAGE>

15

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 "FUND OF FUNDS"

The term "fund of funds" is used to  describe  a mutual  fund that  pursues  its
objective by investing in other mutual funds rather than in individual stocks or
bonds.  A fund of funds may charge for its own direct  expenses,  in addition to
bearing a proportionate share of the expenses charged by the underlying funds in
which it invests. Funds of funds are best suited for long-term investors.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION

To track their target  indexes as closely as possible,  the European and Pacific
Stock Index Funds attempt to remain fully invested in foreign stocks included in
their particular indexes. The Emerging Markets Stock Index Fund normally invests
95% of its assets in foreign  stocks,  holding the remaining 5% in cash reserves
to meet daily redemption requests. The Total International and Developed Foreign
Markets Stock Index Funds  normally hold 100% of their assets in shares of their
underlying funds.


- --------------------------------------------------------------------------------
                                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] EACH 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.

     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 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.


<PAGE>

16


- ----------------------------------------------------------
     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 any of the Funds in particular.
     Note that the preceding chart does not take into account  returns  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 the U.S.  market for
comparison--from  1990-1999,  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.

- --------------------------------------------------------------------------------
            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  1990-1994  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 any of the Funds in particular.

<PAGE>

17

[FLAG] EACH FUND IS SUBJECT  TO  COUNTRY  RISK,  WHICH IS THE  POSSIBILITY  THAT
     POLITICAL EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL  PROBLEMS (RISING
     INFLATION,  GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A
     FLOOD)  WILL  WEAKEN A  COUNTRY'S  ECONOMY  AND CAUSE  INVESTMENTS  IN THAT
     COUNTRY TO LOSE MONEY.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  REGIONAL VERSUS BROAD INTERNATIONAL INVESTING

Regional funds are international funds that invest in a particular  geographical
region,  such as Europe or the Pacific  Basin.  Because they  concentrate  their
holdings in a single  region,  these  funds  typically  have higher  share price
volatility  than  broadly  diversified  international  stock  funds  (which,  by
investing in many different foreign markets,  may offset losses from one country
with gains from another at any given time).
- --------------------------------------------------------------------------------


     EUROPEAN  STOCK  INDEX  FUND.  Stocks  from the  United  Kingdom,  Germany,
Switzerland  and France  comprised  xx%,  xx%,  xx%,  and xx% of the MSCI Europe
Index,  respectively,  as of December  31,  1999;  stocks from the  remaining 11
countries  in  the  Index  have  much  less  significant  market  capitalization
weightings  in the  Index and thus much  less  impact on its total  return.  The
Fund's heavy exposure to just four countries involves a higher degree of country
risk than that of more geographically diversified international funds.
     PACIFIC STOCK INDEX FUND. Japanese stocks comprised xx% of the MCSI Pacific
Free Index as of December 31, 1999. Therefore,  Japanese stocks will represent a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment in the Japanese stock market may involve a higher degree
of  country  risk than  that of more  geographically  diversified  international
funds.

     EMERGING MARKETS STOCK INDEX FUND. As discussed above, emerging markets can
be substantially more volatile than both U.S and more developed foreign markets.
Therefore,  the  Emerging  Markets  Stock Index Fund may expose  investors  to a
higher degree of volatility  than funds that invest in more  developed  markets.

     DEVELOPED  FOREIGN  MARKETS  STOCK  INDEX  FUND.  As a fund of  funds,  the
Developed  Foreign  Markets Stock Index Fund intends to invest all of its assets
in shares of the European and Pacific Stock Index Funds; indirectly, its country
risk will  proportionately  mirror that of the European and Pacific  Stock Index
Funds.
     TOTAL  INTERNATIONAL  STOCK  INDEX  FUND.  As a fund of  funds,  the  Total
International  Stock Index Fund intends to invest all of its assets in shares of
the European,  Pacific, and Emerging Markets Stock Index Funds; indirectly,  its
country risk will  proportionately  mirror that of the underlying  funds.  As of
December  31,  1999,  the Fund's  assets were  invested  as follows:  xx% in the
European  Stock Index Fund;  xx% in the Pacific Stock Index Fund; and xx% in the
Emerging Markets Stock Index Fund.


[FLAG] EACH FUND IS SUBJECT TO CURRENCY RISK,  WHICH IS THE  POSSIBILITY  THAT A
     STRONGER U.S. DOLLAR WILL REDUCE RETURNS FOR AMERICANS  INVESTING OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH  FEWER U.S.  DOLLARS.  ON THE OTHER  HAND,  A WEAKER  U.S.  DOLLAR
     GENERALLY   LEADS  TO  HIGHER   RETURNS  FOR  AMERICANS   HOLDING   FOREIGN
     INVESTMENTS.

<PAGE>

18

SECURITY SELECTION

In seeking to track its target index,  the European  Stock Index,  Pacific Stock
Index,  and  Emerging  Markets  Stock Index Funds each invest in a portfolio  of
foreign stocks selected through  statistical  methods.  The Total  International
Stock Index Fund simply invests in shares of the European, Pacific, and Emerging
Markets Stock Index Funds.  Likewise,  the Developed Foreign Markets Stock Index
Fund will simply invest in shares of the European and Pacific Stock Index Funds.
     EUROPEAN  STOCK INDEX FUND.  The Fund invests in a  statistically  selected
sample of  approximately  550 common  stocks  included in the MSCI Europe Index,
which is made up of the stocks of  companies  located in 15 European  countries.
Four countries--the United Kingdom, Germany,  Switzerland,  and France--dominate
the Index, with xx%, xx%, xx%, and xx%,  respectively,  as of December 31, 1999.
The other 11  countries,  which  include  Austria,  Belgium,  Denmark,  Finland,
Ireland, Italy, the Netherlands,  Norway, Portugal,  Spain, and Sweden, are much
less significant to the Index and, consequently, the Fund.
     PACIFIC  STOCK INDEX FUND.  The Fund  invests in a  statistically  selected
sample of the  approximately 420 common stocks included in the MSCI Pacific Free
Index, which is comprised of the stocks of Pacific Basin companies. The Index is
dominated by the Japanese  stock  market,  which  represented  xx% of the market
capitalization  of the Index as of December 31, 1999.  The other four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.
     EMERGING  MARKETS  STOCK INDEX FUND.  The Fund  invests in a  statistically
selected  sample of the  approximately  500 common stocks included in the Select
Emerging Markets Free Index, which is made up of the stocks of companies located
in 13  emerging  markets of  Europe,  Asia,  Africa,  and Latin  America.  Three
countries--Brazil,  Mexico, and South Africa--represent a majority of the Index,
with xx%, xx%, and xx% of the market capitalization of the Index,  respectively,
as of December 31, 1999.  The other 10 countries  include  Argentina,  the Czech
Republic, Greece, Hungary, Indonesia, Israel, Philippines, Poland, Thailand, and
Turkey.  The developed  countries of Hong Kong and Singapore are included in the
Index to broaden diversification and ensure adequate liquidity.

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

TRANSACTION FEES AND ACCOUNT MAINTENANCE FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company and international  stocks.  The transaction fee ensures that these
higher  costs are borne by the  investors  making the  transactions--and  not by
shareholders  already in the fund. In addition,  most of Vanguard's  index funds
charge an account  maintenance fee on accounts under $10,000 to divide the costs
of maintaining accounts equitably among shareholders.
     All  transaction  fees are paid directly to the fund itself (unlike a sales
charge or load,  which--for  many fund  companies--ends  up in the pocket of the
sponsor, adviser, or sales representative). Without transaction fees, some index
funds would have trouble tracking their target indexes.
     Vanguard  assesses an account  maintenance  fee on index fund  shareholders
whose account balances are below $10,000 (for any reason, including a decline in
the value of a fund's shares) on the date a dividend is distributed. This fee is
intended to allocate the costs of  maintaining  accounts  more  equitably  among
shareholders.   For  funds  that  distribute  dividends  annually,  the  account
maintenance  fee is $10 per  year,  deducted  from the  annual  dividend,  which
usually is distributed during the last two weeks of the calendar year.

<PAGE>

19

If the fee is deducted from your dividend distribution,  you will still be taxed
on the full  amount of your  dividend  (unless  you hold your  shares  through a
nontaxable  account).  If you are due a  dividend  that is less  than  the  fee,
fractional shares will be automatically redeemed to make up the difference.

COSTS AND MARKET-TIMING

Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the  Vanguard  International  Stock  Index  Funds have  adopted  the
following policies, among others, designed to discourage short-term trading:
- -    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.

- -    Each Fund (except the Developed Foreign Markets Stock Index Fund) charges a
     transaction fee on purchases. In addition, the Emerging Markets Stock Index
     Fund charges a transaction fee on redemptions.

- -    Telephone and online exchanges are not accepted for non-IRA accounts.
- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    Each Fund reserves the right to stop offering shares at any time.

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

TURNOVER RATE

Although each Fund seeks to invest for the long term, the Funds retain the right
to sell  securities  regardless  of how  long the  securities  have  been  held.
Generally,  a  passively-managed  fund  sells  securities  only  to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index. Because of this, the turnover rate for each Fund has
been extremely low. The Financial  Highlights  tables  beginning on page 25 show
historic turnover rates for each Fund.

- --------------------------------------------------------------------------------
                                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.  According to  Morningstar,  Inc. as of December 31, 1999, the
average  turnover  rate for  passively  managed  foreign  stock  index funds was
roughly xx%; for all foreign stock funds, the average turnover was approximately
xx%. (A  turnover  rate of 100% would  occur,  for  example,  if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.)

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

<PAGE>

20

OTHER INVESTMENT POLICIES AND RISKS

Besides  investing  in common  stocks of foreign  companies,  each Fund may make
certain  other  kinds of  investments  to achieve its  objective.  Each Fund may
change its objective without shareholder approval.
     The Funds may also  invest,  to a limited  extent,  in futures  and options
contracts,  warrants,  convertible  securities,  and swap agreements,  which are
types  of  derivatives.  Losses  (or  gains)  involving  futures  contracts  can
sometimes be substantial--in part because a relatively small price movement in a
futures contract may result in an immediate and substantial loss (or gain) for a
fund.  Similar risks exist for warrants  (securities that permit their owners to
purchase  a  specific  number  of  shares  of stock at a  predetermined  price),
convertible securities (securities that may be exchanged for another asset), and
swap  agreements  (contracts  between  two  parties in which each agrees to make
payments to the other based on the return of a specified index or asset).

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

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under  futures  contracts  will not  exceed 20% of its total
assets.
     The reasons for which a Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Each Fund may also enter into forward foreign  currency  contracts in order
to maintain  the same  currency  exposure  as its  respective  Index.  A forward
foreign 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.
Managers of  international  stock funds  typically use these  contracts to guard
against sudden,  unfavorable  changes in U.S.  dollar/foreign  currency exchange
rates. However, the Funds will use these contracts for different reasons:
- -    To gain currency exposure when investing in futures.
- -    To settle trades in a foreign currency.

<PAGE>

21

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

THE FUNDS AND VANGUARD

Vanguard  International  Stock Index Funds are offered by The Vanguard  Group, a
family of more than 35  investment  companies  with more than 100 funds  holding
assets  worth more than $xxx  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.

     Total  International  and Developed  Foreign Markets Stock Index Funds will
indirectly bear a proportionate share of the expenses of the underlying funds in
which they invest. However, their direct expenses are expected to be very low or
zero. For example,  Total  International Stock Index Fund has incurred no direct
expenses since its inception in 1996. Total  International and Developed Foreign
Markets Stock Index Funds may operate without  incurring direct expenses because
Vanguard  will  reimburse  them  for  (i)  their  contributions  to the  cost of
operating  the  underlying  funds in which  they  invest,  and (ii)  savings  in
administrative  and marketing  costs that Vanguard  expects to derive from their
operations.


INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,  serves as the Funds'  adviser  through its Core  Management  Group.  (The
Developed  Foreign  Markets and Total  International  Stock Index Funds  receive
advisory services  indirectly,  by investing in the other three Funds.) Vanguard
manages the Funds on an at-cost  basis,  subject to the control of the  Trustees
and officers of the Funds.  For the fiscal year ended  December  31,  1999,  the
advisory fees  represented an effective  annual rate of less than 0.01% each for
the European, Pacific, and Emerging Markets Stock Index Funds.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most favorable execution from these brokers or dealers with respect to
all  transactions.  The Funds may direct Vanguard to use a particular broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.


<PAGE>

22

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                               THE FUNDS' ADVISER

The Vanguard Group provides investment advisory services to many Vanguard funds;
as of December  31,  1999,  the Group  managed  more than $xxx  billion in total
assets.  The individual  responsible for overseeing the European,  Pacific,  and
Emerging Markets Stock Index Funds' investments is:

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

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

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each Fund distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Distributions generally occur in December. In addition, a
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 whether or not you reinvest these amounts
     in additional Fund shares.
- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.


<PAGE>

23

- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.
- -    The European,  Pacific,  and Emerging Markets Stock Index Funds each 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 a Fund's foreign tax obligations, provided that you meet certain
     requirements. Because the Total International and Developed Foreign Markets
     Stock Index Funds  invest in foreign  stocks  indirectly  through the other
     three Funds,  their investors are not able to take advantage of foreign tax
     credits or deductions.  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 and certify  that it is correct.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID  ADDRESSES.  If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest  all future  distributions  until you  provide us with a valid  mailing
address.
TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                              "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>

24

SHARE PRICE

Each Fund's share price,  called its net asset value, or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset value per share for the Developed  Foreign Markets and Total
International  Stock Index Funds is computed by adding up the total value of the
Fund's  investments  (i.e.,  shares of the  underlying  funds) 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

     Net asset value per share for the European,  Pacific,  and Emerging Markets
Stock  Index Funds is  computed  in a similar  way,  by dividing  the net assets
attributed  to each  class by the  number of Fund  shares  outstanding  for that
class.

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received  had you sold all of your  shares  back to the Fund that  day.  Because
foreign  securities  markets may operate on days which are not business  days in
the  United  States,  the  value of a Fund's  holdings  may  change on days when
shareholders will not be able to purchase or redeem the Fund's shares.
     A NOTE ON  PRICING:  A Fund's  investments  will be priced at their  market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated  according to procedures  adopted by the Funds' Board of Trustees.  A
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 underlying securities.

     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers  use different  abbreviations  for each Fund, but the most common are
EUROPE, PACIFIC, EMERMKT, XXXX, and TOTINTL for the European,  Pacific, Emerging
Markets,  Developed Foreign Markets,  and Total International Stock Index Funds,
respectively.


FINANCIAL HIGHLIGHTS

The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance  for the past five years or since  inception
(except for the Developed  Foreign Markets Stock Index Fund, which did not start
operations  until May xx,  2000),  and certain  information  reflects  financial
results for a single Fund share.  The total returns in each table  represent the
rate that an investor  would have earned or lost each year on an  investment  in
the  Fund   (assuming   reinvestment   of  all   dividends   and  capital  gains
distributions).  This information has been derived from the financial statements
audited  by   PricewaterhouseCoopers   LLP,   independent   accountants,   whose
report--along with each Fund's financial  statements--is  included in the Funds'
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.


<PAGE>

25

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

This  explanation  uses the  European  Stock Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $25.28 per share. During the
year,  the Fund earned  $0.xx per share from  investment  income  (interest  and
dividends) and $x.xx 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.xx 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  ($x.xx  per  share)  minus the  distributions  ($0.xx  per share)
resulted in a share price of $xx.xx at the end of the year. This was an increase
of $x.xx per share (from  $25.28 at the  beginning  of the year to $xx.xx 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 xx.xx% for the year.

As of December 31, 1999, the Fund had $x.x billion in net assets.  For the year,
its  expense  ratio was 0.xx%  ($x.x0  per  $1,000 of net  assets);  and its net
investment  income  amounted to x.xx% of its  average  net  assets.  It sold and
replaced securities valued at x% of its net assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                            YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- ------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28       $20.13       $16.57       $14.02       $11.76
- ------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .41          .38          .34          .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           5.40         3.63         2.63         2.30
                        ------------------------------------------------------------------
   Total from Investment
    Operations                          5.81         4.01         2.97         2.62
                        ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.52)        (.37)        (.36)        (.32)
 Distributions from
  Realized Capital Gains                (.14)        (.08)        (.06)        (.04)
  Gains
                        ------------------------------------------------------------------
   Total Distributions                  (.66)        (.45)        (.42)        (.36)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $            $25.28       $20.13       $16.57       $14.02
==========================================================================================
TOTAL RETURN*                 %       28.86%       24.23%       21.26%       22.28%
==========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)      $            $4,479       $2,432       $1,595       $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.29%        0.31%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.97%        2.19%        2.45%        2.66%
 Turnover Rate               x%           7%           3%           4%           2%
==========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 1% from 1994 through 11/2/1997) or the annual account
  maintenance fee of $10.




<PAGE>

26


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        -------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- -------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $ 7.72       $10.51       $11.50       $11.31
- -------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .           .085          .09          .10          .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           .100        (2.79)       (1.00)         .21
  Investments
                        -------------------------------------------------------------------
   Total from Investment
    Operations                          .185        (2.70)        (.90)         .31
                        -------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.065)        (.09)        (.09)        (.12)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        -------------------------------------------------------------------
   Total Distributions                 (.065)        (.09)        (.09)        (.12)
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.84       $ 7.72       $10.51       $11.50
===========================================================================================
TOTAL RETURN*                 %        2.41%      -25.67%       -7.82%        2.75%
===========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $       $1,033         $827         $978         $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.40%        0.35%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.17%        1.03%        0.89%        0.97%
 Turnover Rate               x%           4%           8%           9%           1%
===========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 1/1/1997, 1% from 1994 through 1996) or the annual account
  maintenance fee of $10.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- --------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $ 9.98       $12.28       $10.75       $10.87
- --------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .27          .24          .18          .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .          (2.08)       (2.31)        1.52         (.09)
                        --------------------------------------------------------------------
   Total from Investment
    Operations                         (1.81)       (2.07)        1.70          .06
                        --------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.26)        (.23)        (.17)        (.18)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        --------------------------------------------------------------------
   Total Distributions                  (.26)        (.23)        (.17)        (.18)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.91        $9.98       $12.28       $10.75
============================================================================================
TOTAL RETURN*                 %      -18.12%      -16.82%       15.83%        0.56%
============================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $         $577         $660         $637         $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.61%        0.57%        0.60%        0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        2.99%        1.96%        1.69%        2.00%
 Turnover Rate               x%          22%          19%           1%           3%
============================================================================================
</TABLE>

 *Total return figures do not reflect the transaction fee on purchases (1.0%
  beginning 11/3/1997, 1.5% from 1/1/1997 to 11/2/1997, 2.0% from 1994 through
  1996), the 1% transaction fee on redemptions, or the annual account
  maintenance fee of $10.

<PAGE>

27


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
                                          VANGUARD TOTAL INTERNATIONAL
                                                STOCK INDEX FUND
                                             YEAR ENDED DECEMBER 31,
                        ---------------------------------------------------------
                                        1999         1998         1997     1996*
- ---------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>       <C>
NET ASSET VALUE,
 BEGINNING OF YEAR                    $11.19       $ 9.87       $10.14    $10.26
- ---------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                   .xx          .21          .18      .150
 Capital Gain Distributions
  Received                               .xx          .02          .02      .015
 Net Realized and
  Unrealized Gain
  (Loss) on Investments                  .xx         1.31         (.28)    (.110)
                        ---------------------------------------------------------
   Total from Investment
    Operations                           .xx         1.54         (.08)     .055
                        ---------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.xx)        (.21)        (.17)    (.160)
 Distributions from
  Realized Capital Gains                  --         (.01)        (.02)    (.015)
                        ---------------------------------------------------------
   Total Distributions                  (.xx)        (.22)        (.19)    (.175)
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR          $ x.xx       $11.19       $ 9.87    $10.14
=================================================================================
TOTAL RETURN**                        xx.xx%       15.60%       -0.77%     0.55%
=================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)                     $xxx       $1,375         $903      $280
 Ratio of Total
  Expenses to Average
  Net Assets                              0%           0%           0%        0%
 Ratio of Net
  Investment Income to
  Average Net Assets                   x.xx%        2.18%        2.19%    1.51%+
 Turnover Rate                           XX%           2%           0%        0%
=================================================================================
</TABLE>

 *April 29 (inception) through December 31, 1996.
**Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 0.75% from 1/1/1997 to 11/2/1997, 1.0% in 1996) or the
  annual account maintenance fee of $10.
 +Annualized.

The Funds are not  sponsored,  sold,  promoted,  or endorsed  by Morgan  Stanley
Capital International.  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>

28

- --------------------------------------------------------------------------------
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 ICON]. 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 32.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK ICON]
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 ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK ICON]
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(TM) [BOOK ICON]
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 ICON]

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

- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [BOOK ICON]

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>

29


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

30

BUYING SHARES

You buy your shares at a Fund's  next-determined  net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
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
Each Fund  reserves  the right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
A NOTE ON PURCHASE FEES

Each Fund, except the Developed Foreign Markets Stock Index Fund, deducts a 0.5%
(1% for Emerging  Markets  Stock Index Fund) fee from all  purchases  (including
exchanges  from other  Vanguard  funds),  but not from  reinvested  dividends or
capital gains.

- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account

Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-(insert  appropriate Fund number;
see below)
European Stock Index Fund-79
Pacific Stock Index Fund-72
Emerging Markets Stock Index Fund-533

Developed Foreign Markets Stock Index Fund-xxx
Total International Stock Index Fund-113

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

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


<PAGE>

31

For clients of Vanguard's Institutional Division . . .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . . [TELEPHONE ICON]
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).

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 ICON]

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:
European Stock Index Fund-79
Pacific Stock Index Fund-72
Emerging Markets Stock Index Fund-533

Developed Foreign Markets Stock Index Fund-xxx

Total International Stock Index Fund-113

<PAGE>

32

[Account number, or temporary number for a new account]

[Registered account owner(s)]

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

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 35.

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  signature of all current account owners on
     your written instructions.

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules  discussed in this  prospectus.  Note
that the Funds do not permit telephone exchanges.

- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Emerging  Markets  Stock  Index Fund  imposes a 1%  redemption  fee on all share
redemptions. Currently, redemption fees do not apply to Fund shares held through
Vanguard's separate recordkeeping system for employee benefit plan accounts, due
to certain economies associated with these accounts.  However, the Fund reserves
the right to impose  redemption  fees on its shares at any time if  warranted by
the Fund's future costs of processing redemptions from these accounts.
- --------------------------------------------------------------------------------

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

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

<PAGE>

33

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

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

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

TELEPHONE REQUESTS [TELEPHONE ICON]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to sell or exchange shares.

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

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

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

     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard  reserves the right to revise or  terminate  the  telephone  redemption
privilege at any time,  without notice.  In addition,  Vanguard can stop selling
shares or postpone  payment at times when the New York Stock  Exchange is closed
or under any emergency

<PAGE>

34

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 ICON]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

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

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

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

For clients of Vanguard's Institutional Division .  .  .

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

It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's  operation or  performance.

     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

OPTIONS FOR REDEMPTION PROCEEDS

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

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

<PAGE>

35

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

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

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

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

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

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

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

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

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

<PAGE>

36

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

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

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

TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

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

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

- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOK ICON]
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.

<PAGE>

37

- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in February and August for these Funds.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE COST REVIEW STATEMENT [BOOK ICON]

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

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

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

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

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

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

PRINCIPAL
The amount of money you put into an investment.

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

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

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

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

<PAGE>


                                                    [LOGO]
                                                    [THE VANGUARD GROUP(R) LOGO]

                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

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

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)

The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Developed Foreign Markets and
Total International Stock Index
Funds, which are legally a part of
Vanguard STAR Funds).

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

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

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

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

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

TEXT TELEPHONE:

1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Funds
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.

Funds' Investment Company Act
file number: 811-5972 (811-3919)
for Developed Foreign Markets
and Total International Stock
Index Funds)

(C) 2000 The Vanguard Group, Inc.

All rights reserved.
Vanguard Marketing Corporation,
Distributor.


P072N-04/28/2000


<PAGE>


SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 15, 2000

                                                          VANGUARD(R)
                                                          INTERNATIONAL STOCK
                                                          INDEX FUNDS

                                                          Participant Prospectus
                                                          April 28, 2000

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

VANGUARD EUROPEAN
STOCK INDEX FUND

VANGUARD PACIFIC STOCK
INDEX FUND

VANGUARD EMERGING
MARKETS STOCK INDEX
FUND

VANGUARD DEVELOPED
FOREIGN MARKETS STOCK
INDEX FUND

VANGUARD TOTAL
INTERNATIONAL STOCK
INDEX FUND


INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S.
SECURITIES AND EXCHANGE  COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.  SHARES OF
VANGUARD  DEVELOPED  FOREIGN  MARKETS STOCK INDEX FUND MAY NOT BE SOLD,  NOR MAY
OFFERS TO BUY BE ACCEPTED,  PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS  COMMUNICATION  SHALL  NOT  CONSTITUTE  AN  OFFER  TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN A STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF THE STATES.


<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS
Participant Prospectus

April 28, 2000

A Group of International Stock Index Mutual Funds

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

  1 AN INTRODUCTION TO INDEX FUNDS

  2 FUND PROFILES

     2 Vanguard European Stock Index Fund

     4 Vanguard Pacific Stock Index Fund

     6 Vanguard Emerging Markets Stock Index Fund

     9 Vanguard Developed Foreign Markets Stock Index Fund

    10 Vanguard Total International Stock Index Fund

 13 MORE ON THE FUNDS

 20 THE FUNDS AND VANGUARD

 20 INVESTMENT ADVISER

 21 DIVIDENDS, CAPITAL GAINS, AND TAXES

 22 SHARE PRICE

 22 FINANCIAL HIGHLIGHTS

 26 INVESTING WITH VANGUARD

 27 ACCESSING FUND INFORMATION BY COMPUTER

 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

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

Each of the Vanguard International Stock Index Funds offers two separate classes
of shares:  Investor and  Institutional  (except  Developed  Foreign Markets and
Total  International  Stock  Index  Funds,  which offer only  Investor  Shares).
Investor Shares,  which have an investment  minimum of $3,000 ($1,000 for IRAs),
are offered by two  separate  prospectuses.  This  prospectus  is  intended  for
participants  in   employer-sponsored   retirement  or  savings  plans.  Another
version--for investors who would like to open a personal investment account--can
be obtained by calling Vanguard at 1-800-662-7447.

Institutional  Shares of Vanguard European,  Pacific, and Emerging Markets Stock
Index Funds, in addition to Institutional  Developed Foreign Markets Stock Index
Fund, have an investment  minimum of $10 million and are generally  available to
investors  who do not require  special  employee  benefit plan  services.  These
options  are  offered  by  another  prospectus,  which you can obtain by calling
Vanguard's Institutional Investor Group at 1-800-523-1036.

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

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


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

<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a  standard  to  measure  investment  performance.  An index  (or  "passively
managed")  fund tries to track,  as closely as possible,  the  performance of an
established target index. The fund does this by holding all, or a representative
sample,  of the securities  that comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire foreign stock market.
     Index funds are not  actively  managed by  investment  advisers who buy and
sell  securities  based on research and  analysis in an attempt to  outperform a
particular  benchmark  or the  market as a whole.  Rather,  index  funds  simply
attempt to mirror what the target index does, for better or worse.

WHAT INDEX FUNDS DOES VANGUARD OFFER?

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


FUND                                                 SEEKS TO TRACK
- -----------------------------------------------------------------------------
Vanguard European Stock Index Fund         European stock markets
Vanguard Pacific Stock Index Fund          Australian and Far East stock
                                            markets
Vanguard Emerging Markets Stock            13 emerging stock markets in
 Index Fund                                 Europe, Asia, Africa, and
                                            Latin America
Vanguard Developed Foreign Markets Stock   European, Australian, and Far
 Index Fund                                 East stock markets
Vanguard Total International Stock         European, Australian, Far East,
 Index Fund                                 and 13 emerging stock
                                            markets in Europe, Asia,
                                            Africa, and Latin America
- -----------------------------------------------------------------------------


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

<PAGE>

2

FUND PROFILE--
VANGUARD EUROPEAN STOCK INDEX FUND

The  following  profile  provides  you with a  summary  of the key  features  of
Vanguard European Stock Index Fund.

INVESTMENT OBJECTIVE

The  Fund  seeks  to  match  the  performance  of  the  Morgan  Stanley  Capital
International  (MSCI) Europe Index, which is made up of approximately 550 common
stocks of  companies  located  in 15  European  countries--mostly  in the United
Kingdom, Germany,  Switzerland,  and France, (which comprised xx%, xx%, xx%, and
xx% of the Index's  market  capitalization,  respectively,  as of  December  31,
1999), as well as in Austria,  Belgium,  Denmark,  Finland,  Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, and Sweden.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included  in the MSCI  Europe  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,   which  is  the  chance  that  an  entire   region--namely
     Europe--will be hurt by political troubles,  financial problems, or natural
     disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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
and five calendar years 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
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------


<PAGE>

3


     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund**              xx.xx%       xx.xx%            xx.xx%
      MSCI Europe Index           xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

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


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

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

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

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
     $xx         $xxx       $xxx         $xxx
- -------------------------------------------------


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

<PAGE>

4

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

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        Europe

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       079
Pa., since inception


INCEPTION DATE                          CUSIP NUMBER
June 18, 1990                           922042205

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$x.x billion                            VEURX

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

FUND PROFILE--
VANGUARD PACIFIC STOCK INDEX FUND

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

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance of the MSCI Pacific Free Index*,  which
consists of approximately 420 common stocks of companies located in Japan (which
comprised  xx% of the Index's  market  capitalization  as of December  31,1999),
Australia, Hong Kong, New Zealand, and Singapore.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely by a fund are tracked.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common stocks included in the MSCI Pacific Free Index. For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.


PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,  which is the  chance  that an  entire  region--namely  the
     Pacific region--will be hurt by political troubles,  financial problems, or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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
and five years and since incep-


<PAGE>

5

tion 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
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock
       Index Fund**               xx.xx%       xx.xx%            xx.xx%
      MSCI Pacific Free Index     xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES

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

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

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

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, and that operating  expenses  remain

<PAGE>

6

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
- -------------------------------------------------
    $xx        $xxx       $xxx         $xxx
- -------------------------------------------------


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

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

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        Pacific

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       072
Pa., since inception

INCEPTION DATE                         CUSIP NUMBER
June 18, 1990                          922042106

NET ASSETS AS OF DECEMBER 31, 1999     TICKER SYMBOL
$x.x billion                           VPACX

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

FUND PROFILE--
VANGUARD EMERGING MARKETS STOCK INDEX FUND

The following profile summarizes key features of Vanguard Emerging Markets Stock
Index Fund.

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance  of the Select  Emerging  Markets  Free
Index*,  which includes  approximately 500 common stocks of companies located in
13  emerging  markets of Europe,  Asia,  Africa,  and Latin  America--mostly  in
Brazil,  South  Africa,  and Mexico  (which  comprised  xx%, xx%, and xx% of the
Index's market capitalization,  respectively,  as of December 31, 1999), as well
as  Argentina,  the  Czech  Republic,   Greece,  Hungary,   Indonesia,   Israel,
Philippines,  Poland, Thailand, and Turkey. The developed countries of Hong Kong
and  Singapore are included in the Index to broaden  diversification  and ensure
adequate liquidity.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely are tracked.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included in the Select  Emerging  Markets  Free
Index. For more information  about passive  management,  see "Indexing  Methods"
under MORE ON THE FUNDS.


<PAGE>

7

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles,  financial problems, or natural disasters. Country risk
     is especially high for funds that focus on stocks in emerging markets.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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 both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.


              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 1% transaction fee
              on purchases and redemptions.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund**         xx.xx%       xx.xx%            xx.xx%
      MSCI Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      Select Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------

       *May 4, 1994.
      **Return figures do not reflect the 1% transaction fee on purchases and
        redemptions.
      -------------------------------------------------------------------------

FEES AND EXPENSES

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


<PAGE>

8

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                       1%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    1%**
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The redemption fee applies to all redemptions (sales or exchanges);
       it is deducted 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, and that you redeem all your
shares at the end of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


     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 any of the
periods below, as it would to those above):

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------

     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.

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

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        EmerMkt

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       533
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
May 4, 1994                             922042304

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$x.x billion                            VEIEX

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

<PAGE>

9


FUND PROFILE--VANGUARD DEVELOPED FOREIGN
MARKETS STOCK INDEX FUND

The following  profile  summarizes  key features of Vanguard  Developed  Foreign
Markets Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index, which includes approximately 1,000 common stocks of companies
located in Europe, Australia, Asia, and the Far East.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. It seeks
to track the  performance  of the MSCI EAFE  Index by  investing  in  Vanguard's
European Stock Index Fund and Pacific Stock Index Fund in  proportions  based on
the market  capitalization  of the MSCI EAFE Index. For more  information  about
passive management, see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional risk, which is the chance that an entire  region--either Europe or
     the Far East--will be hurt by political troubles,  financial  problems,  or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

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

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  estimated  amounts for the current  fiscal  year.  The Fund has no
operating history; actual operating expenses could be different.


<PAGE>

10


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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                          *

      *Although Developed Foreign Markets Stock Index Fund is not expected
       to incur any net expenses directly, the Fund's shareholders indirectly
       bear the expenses of the underlying Vanguard funds in which the Fund
       invests. See THE FUNDS AND VANGUARD. It is estimated that the Fund's
       indirect expense ratio for its first fiscal year, based on its
       underlying investments, will be 0.34%.

     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
- ------------------------
   $xxx        $xxx
- ------------------------

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

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

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        xxx

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       xxx
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
May xx, 2000                            921909xxx
- --------------------------------------------------------------------------------


FUND PROFILE--
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance  of the Total  International  Composite
Index,  which is a combination of the indexes tracked by the European,  Pacific,
and Emerging Markets Stock Index Funds.

<PAGE>

11

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of mutual funds that together seek to match the performance of the
Total  International  Composite Index. As a "fund of funds," the Fund invests in
Vanguard's  European,  Pacific,  and  Emerging  Markets  Stock Index  Funds,  in
proportions   based  on  each  market  segment's   contribution  to  the  market
capitalization of the Total International  Composite Index. For more information
about passive management, see "Indexing Methods" under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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 both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).


<PAGE>

12


      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                           1 YEAR          SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Total International
       Stock Index Fund**                  xx.xx%               xx.xx%
      MSCI EAFE + Emerging Markets
       Free Index                          xx.xx                xx.xx
      Total International Composite
       Index+                              xx.xx                xx.xx
      -------------------------------------------------------------------------

       *April 29, 1996.
      **Return figures reflect the 0.5% transaction fee on purchases.
       +Consists of the MSCI EAFE Index and the Select Emerging Markets Free
        Index.
      -------------------------------------------------------------------------

FEES AND EXPENSES

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


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                         **

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **Although Total International Stock Index Fund is not expected to incur
       any net expenses directly, the Fund's shareholders indirectly bear the
       expenses of the underlying Vanguard funds in which the Fund invests.
       See THE FUNDS AND VANGUARD. The Fund's indirect expense ratio, based
       on its underlying investments, was 0.xx% as of December 31, 1999.


     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
- -------------------------------------------------
    $xxx        $xxx       $xxx         $x,xxx
- -------------------------------------------------


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

<PAGE>

13

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

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        TotIntl

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       113
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
April 29, 1996                          921909602

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$x.x billion                            VGTSX

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

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
International   Stock   Index   Funds,    including   indexing   methods,   fund
characteristics,  additional risk  information,  costs and  market-timing,  fund
turnover, and other investment policies and risks.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Diversification.  Index  funds  generally  invest in a  diversified  mix of
     companies and industries.
- -    Relative  consistency.  Index  funds  typically  track the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  keep  trading  activity,  and  thus
     brokerage commissions, to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities  only to respond to redemption  requests or to adjust the number
     of shares it holds to  reflect a change in its  target  index,  the  fund's
     turnover  rate--and thus its realization of capital  gains--is usually very
     low.

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

INDEXING METHODS
In  seeking  to track a  particular  index,  a fund may use one of two  indexing
methods to select the stocks it invests in.
     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves. For example, if 5% of
the S&P 500  Index  were  made up of the  stock of a  specific  company,  a fund
tracking that index would invest about 5% of its assets in that company.

<PAGE>

14


     Other index funds may use a different  selection process.  Because it would
be very  expensive to buy all of the stocks held in certain  indexes (the Select
Emerging Markets Free Index, for example,  includes  approximately  500 stocks),
funds  tracking  these  larger  indexes  use a  "sampling"  technique.  Using  a
sophisticated  computer program, these funds invest in stocks that will recreate
their  target  indexes  in  terms  of  industry,   size,   country,   and  other
characteristics.  For instance, if 10% of the Select Emerging Markets Free Index
were made up of the stocks of a certain  country,  the  Emerging  Markets  Stock
Index Fund would invest about 10% of its assets in stocks of the Index from that
country.  The  European,  Pacific,  and Emerging  Markets Stock Index Funds each
employ this method of  indexing.  As a "fund of funds," the Total  International
Stock Index Fund allocates its assets among the European,  Pacific, and Emerging
Markets Stock Index Funds. The Developed Foreign Markets Stock Index Fund, which
is also a "fund of funds,"  allocates  its assets among the European and Pacific
Stock Index Funds.


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 "FUND OF FUNDS"

The term "fund of funds" is used to  describe  a mutual  fund that  pursues  its
objective by investing in other mutual funds rather than in individual stocks or
bonds.  A fund of funds may charge for its own direct  expenses,  in addition to
bearing a proportionate share of the expenses charged by the underlying funds in
which it invests. Funds of funds are best suited for long-term investors.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION

To track their target  indexes as closely as possible,  the European and Pacific
Stock Index Funds attempt to remain fully invested in foreign stocks included in
their particular indexes. The Emerging Markets Stock Index Fund normally invests
95% of its assets in foreign  stocks,  holding the remaining 5% in cash reserves
to meet daily redemption requests. The Total International and Developed Foreign
Markets Stock Index Funds  normally hold 100% of their assets in shares of their
underlying funds.


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

15

[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.

     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 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 any of the Funds in particular.
     Note that the preceding chart does not take into account  returns  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 the U.S.  market for
comparison--from  1990-1999,  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>

16


- --------------------------------------------------------------------------------
            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  1990-1994  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 any of the Funds in particular.

[FLAG] EACH FUND IS SUBJECT  TO  COUNTRY  RISK,  WHICH IS THE  POSSIBILITY  THAT
     POLITICAL EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL  PROBLEMS (RISING
     INFLATION,  GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A
     FLOOD)  WILL  WEAKEN A  COUNTRY'S  ECONOMY  AND CAUSE  INVESTMENTS  IN THAT
     COUNTRY TO LOSE MONEY.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  REGIONAL VERSUS BROAD INTERNATIONAL INVESTING

Regional funds are international funds that invest in a particular  geographical
region,  such as Europe or the Pacific  Basin.  Because they  concentrate  their
holdings in a single  region,  these  funds  typically  have higher  share price
volatility  than  broadly  diversified  international  stock  funds  (which,  by
investing in many different foreign markets,  may offset losses from one country
with gains from another at any given time).
- --------------------------------------------------------------------------------


     EUROPEAN  STOCK  INDEX  FUND.  Stocks  from the  United  Kingdom,  Germany,
Switzerland  and France  comprised  xx%,  xx%,  xx%,  and xx% of the MSCI Europe
Index,  respectively,  as of December  31,  1999;  stocks from the  remaining 11
countries  in  the  Index  have  much  less  significant  market  capitalization
weightings  in the  Index and thus much  less  impact on its total  return.  The
Fund's heavy exposure to just four countries involves a higher degree of country
risk than that of more geographically diversified international funds.
     PACIFIC STOCK INDEX FUND. Japanese stocks comprised xx% of the MCSI Pacific
Free Index as of December 31, 1999. Therefore,  Japanese stocks will represent a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment


<PAGE>

17

in the Japanese  stock  market may involve a higher  degree of country risk than
that of more geographically diversified international funds.

     EMERGING MARKETS STOCK INDEX FUND. As discussed above, emerging markets can
be substantially more volatile than both U.S and more developed foreign markets.
Therefore,  the  Emerging  Markets  Stock Index Fund may expose  investors  to a
higher degree of volatility  than funds that invest in more  developed  markets.

     DEVELOPED  FOREIGN  MARKETS  STOCK  INDEX  FUND.  As a fund of  funds,  the
Developed  Foreign  Markets Stock Index Fund intends to invest all of its assets
in shares of the European and Pacific Stock Index Funds; indirectly, its country
risk will  proportionately  mirror that of the European and Pacific  Stock Index
Funds.
     TOTAL  INTERNATIONAL  STOCK  INDEX  FUND.  As a fund of  funds,  the  Total
International  Stock Index Fund intends to invest all of its assets in shares of
the European,  Pacific, and Emerging Markets Stock Index Funds; indirectly,  its
country risk will  proportionately  mirror that of the underlying  funds.  As of
December  31,  1999,  the Fund's  assets were  invested  as follows:  xx% in the
European  Stock Index Fund;  xx% in the Pacific Stock Index Fund; and xx% in the
Emerging Markets Stock Index Fund.


[FLAG] EACH FUND IS SUBJECT TO CURRENCY RISK,  WHICH IS THE  POSSIBILITY  THAT A
     STRONGER U.S. DOLLAR WILL REDUCE RETURNS FOR AMERICANS  INVESTING OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH  FEWER U.S.  DOLLARS.  ON THE OTHER  HAND,  A WEAKER  U.S.  DOLLAR
     GENERALLY   LEADS  TO  HIGHER   RETURNS  FOR  AMERICANS   HOLDING   FOREIGN
     INVESTMENTS.

SECURITY SELECTION

In seeking to track its target index,  the European  Stock Index,  Pacific Stock
Index,  and  Emerging  Markets  Stock Index Funds each invest in a portfolio  of
foreign stocks selected through  statistical  methods.  The Total  International
Stock Index Fund simply invests in shares of the European, Pacific, and Emerging
Markets Stock Index Funds.  Likewise,  the Developed Foreign Markets Stock Index
Fund will simply invest in shares of the European and Pacific Stock Index Funds.
     EUROPEAN  STOCK INDEX FUND.  The Fund invests in a  statistically  selected
sample of  approximately  550 common  stocks  included in the MSCI Europe Index,
which is made up of the stocks of  companies  located in 15 European  countries.
Four countries--the United Kingdom, Germany,  Switzerland,  and France--dominate
the Index, with xx%, xx%, xx%, and xx%,  respectively,  as of December 31, 1999.
The other 11  countries,  which  include  Austria,  Belgium,  Denmark,  Finland,
Ireland, Italy, the Netherlands,  Norway, Portugal,  Spain, and Sweden, are much
less significant to the Index and, consequently, the Fund.
     PACIFIC  STOCK INDEX FUND.  The Fund  invests in a  statistically  selected
sample of the  approximately 420 common stocks included in the MSCI Pacific Free
Index, which is comprised of the stocks of Pacific Basin companies. The Index is
dominated by the Japanese  stock  market,  which  represented  xx% of the market
capitalization  of the Index as of December 31, 1999.  The other four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.
     EMERGING  MARKETS  STOCK INDEX FUND.  The Fund  invests in a  statistically
selected  sample of the  approximately  500 common stocks included in the Select
Emerging Markets Free Index, which is made up of the stocks of companies located
in 13  emerging  markets of  Europe,  Asia,  Africa,  and Latin  America.  Three
countries--Brazil,  Mexico, and South


<PAGE>

18

Africa--represent  a majority of the Index, with xx%, xx%, and xx% of the market
capitalization of the Index, respectively, as of December 31, 1999. The other 10
countries include Argentina,  the Czech Republic,  Greece,  Hungary,  Indonesia,
Israel,  Philippines,  Poland,  Thailand, and Turkey. The developed countries of
Hong Kong and Singapore are included in the Index to broaden diversification and
ensure adequate liquidity.

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

TRANSACTION FEES
Some of Vanguard's index funds charge a transaction fee on purchases of fund
shares to offset the higher costs of trading certain securities, particularly
small-company and international stocks. The transaction fee ensures that these
higher costs are borne by the investors making the transactions--and not by
shareholders already in the fund. All transaction fees are paid directly to the
fund itself (unlike a sales charge or load, which--for many fund companies--ends
up in the pocket of the sponsor, adviser, or sales representative). Without
transaction fees, some index funds would have trouble tracking their target
indexes.

COSTS AND MARKET-TIMING

Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the  Vanguard  International  Stock  Index  Funds have  adopted  the
following policies, among others, designed to discourage short-term trading:
- -    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.

- -    Each Fund (except the Developed Foreign Markets Stock Index Fund) charges a
     transaction fee on purchases. In addition, the Emerging Markets Stock Index
     Fund charges a transaction fee on redemptions.

- -    Telephone and online exchanges are not accepted for non-IRA accounts.
- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Exchanges" in the INVESTING WITH VANGUARD section).
- -    Each Fund reserves the right to stop offering shares at any time.

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

TURNOVER RATE

Although each Fund seeks to invest for the long term, the Funds retain the right
to sell  securities  regardless  of how  long the  securities  have  been  held.
Generally,  a  passively-managed  fund  sells  securities  only  to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index. Because of this, the turnover rate for each Fund has
been extremely low. The Financial  Highlights  tables  beginning on page 23 show
historic turnover rates for each Fund.


<PAGE>

19

- --------------------------------------------------------------------------------
                                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.  According to  Morningstar,  Inc. as of December 31, 1999, the
average  turnover  rate for  passively  managed  foreign  stock  index funds was
roughly xx%; for all foreign stock funds, the average turnover was approximately
xx%. (A  turnover  rate of 100% would  occur,  for  example,  if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.)

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

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing  in common  stocks of foreign  companies,  each Fund may make
certain  other  kinds of  investments  to achieve its  objective.  Each Fund may
change its objective without shareholder approval.
     The Funds may also  invest,  to a limited  extent,  in futures  and options
contracts,  warrants,  convertible  securities,  and swap agreements,  which are
types  of  derivatives.  Losses  (or  gains)  involving  futures  contracts  can
sometimes be substantial--in part because a relatively small price movement in a
futures contract may result in an immediate and substantial loss (or gain) for a
fund.  Similar risks exist for warrants  (securities that permit their owners to
purchase  a  specific  number  of  shares  of stock at a  predetermined  price),
convertible securities (securities that may be exchanged for another asset), and
swap  agreements  (contracts  between  two  parties in which each agrees to make
payments to the other based on the return of a specified index or asset).

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

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under  futures  contracts  will not  exceed 20% of its total
assets.
     The reasons for which a Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.

<PAGE>

20

- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Each Fund may also enter into forward foreign  currency  contracts in order
to maintain  the same  currency  exposure  as its  respective  Index.  A forward
foreign 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.
Managers of  international  stock funds  typically use these  contracts to guard
against sudden,  unfavorable  changes in U.S.  dollar/foreign  currency exchange
rates. However, the Funds will use these contracts for different reasons:
- -    To gain currency exposure when investing in futures.
- -    To settle trades in a foreign currency.

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

THE FUNDS AND VANGUARD

Vanguard  International  Stock Index Funds are offered by The Vanguard  Group, a
family of more than 35  investment  companies  with more than 100 funds  holding
assets  worth more than $xxx  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.

     Total  International  and Developed  Foreign Markets Stock Index Funds will
indirectly bear a proportionate share of the expenses of the underlying funds in
which they invest. However, their direct expenses are expected to be very low or
zero. For example,  Total  International Stock Index Fund has incurred no direct
expenses since its inception in 1996. Total  International and Developed Foreign
Markets Stock Index Funds may operate without  incurring direct expenses because
Vanguard  will  reimburse  them  for  (i)  their  contributions  to the  cost of
operating  the  underlying  funds in which  they  invest,  and (ii)  savings  in
administrative  and marketing  costs that Vanguard  expects to derive from their
operations.


INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,  serves as the Funds'  adviser  through its Core  Management  Group.  (The
Developed  Foreign  Markets and Total  International  Stock Index Funds  receive
advisory services  indirectly,  by investing in the other three Funds.) Vanguard
manages the Funds on an at-cost  basis,  subject to the control of the  Trustees
and officers of the Funds.  For the fiscal year ended


<PAGE>

21


December 31, 1999,  the advisory fees  represented  an effective  annual rate of
less than 0.01% each for the European, Pacific, and Emerging Markets Stock Index
Funds.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most favorable execution from these brokers or dealers with respect to
all  transactions.  The Funds may direct Vanguard to use a particular broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.


- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                               THE FUNDS' ADVISER

The Vanguard Group provides investment advisory services to many Vanguard funds;
as of December  31,  1999,  the Group  managed  more than $xxx  billion in total
assets.  The individual  responsible for overseeing the European,  Pacific,  and
Emerging Markets Stock Index Funds' investments is:

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

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

DIVIDENDS, CAPITAL GAINS, AND TAXES

Each Fund distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Distributions  generally occur in December.  In addition,
the Fund may occasionally be required to make  supplemental  dividend or capital
gains distributions at some other time during the year.
     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these  distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.


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

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

<PAGE>

22

SHARE PRICE

Each Fund's share price,  called its net asset value, or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset value per share for the Developed  Foreign Markets and Total
International  Stock Index Funds is computed by adding up the total value of the
Fund's  investments  (i.e.,  shares of the  underlying  funds) 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

     Net asset value per share for the European,  Pacific,  and Emerging Markets
Stock  Index Funds is  computed  in a similar  way,  by dividing  the net assets
attributed  to each  class by the  number of Fund  shares  outstanding  for that
class.

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received  had you sold all of your  shares  back to the Fund that  day.  Because
foreign  securities  markets may operate on days which are not business  days in
the  United  States,  the  value of a Fund's  holdings  may  change on days when
shareholders will not be able to purchase or redeem the Fund's shares.
     A NOTE ON  PRICING:  A Fund's  investments  will be priced at their  market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated  according to procedures  adopted by the Funds' Board of Trustees.  A
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 underlying securities.

     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers  use different  abbreviations  for each Fund, but the most common are
EUROPE, PACIFIC, EMERMKT, XXXX, and TOTINTL for the European,  Pacific, Emerging
Markets,  Developed Foreign Markets,  and Total International Stock Index Funds,
respectively.


FINANCIAL HIGHLIGHTS

The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance  for the past five years or since  inception
(except for the Developed  Foreign Markets Stock Index Fund, which did not start
operations  until May xx,  2000),  and certain  information  reflects  financial
results for a single Fund share.  The total returns in each table  represent the
rate that an investor  would have earned or lost each year on an  investment  in
the  Fund   (assuming   reinvestment   of  all   dividends   and  capital  gains
distributions).  This information has been derived from the financial statements
audited  by   PricewaterhouseCoopers   LLP,   independent   accountants,   whose
report--along with each Fund's financial  statements--is  included in the Funds'
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.


<PAGE>

23

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

This  explanation  uses the  European  Stock Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $25.28 per share. During the
year,  the Fund earned  $0.xx per share from  investment  income  (interest  and
dividends) and $x.xx 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.xx 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  ($x.xx  per  share)  minus the  distributions  ($0.xx  per share)
resulted in a share price of $xx.xx at the end of the year. This was an increase
of $x.xx per share (from  $25.28 at the  beginning  of the year to $xx.xx 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 xx.xx% for the year.

As of December 31, 1999, the Fund had $x.x billion in net assets.  For the year,
its  expense  ratio was 0.xx%  ($x.x0  per  $1,000 of net  assets);  and its net
investment  income  amounted to x.xx% of its  average  net  assets.  It sold and
replaced securities valued at x% of its net assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                            YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- ------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28       $20.13       $16.57       $14.02       $11.76
- ------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .41          .38          .34          .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           5.40         3.63         2.63         2.30
                        ------------------------------------------------------------------
   Total from Investment
    Operations                          5.81         4.01         2.97         2.62
                        ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.52)        (.37)        (.36)        (.32)
 Distributions from
  Realized Capital Gains                (.14)        (.08)        (.06)        (.04)
  Gains
                        ------------------------------------------------------------------
   Total Distributions                  (.66)        (.45)        (.42)        (.36)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $            $25.28       $20.13       $16.57       $14.02
==========================================================================================
TOTAL RETURN*                 %       28.86%       24.23%       21.26%       22.28%
==========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)      $            $4,479       $2,432       $1,595       $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.29%        0.31%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.97%        2.19%        2.45%        2.66%
 Turnover Rate               x%           7%           3%           4%           2%
==========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 1% from 1994 through 11/2/1997).




<PAGE>

24


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        -------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- -------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $ 7.72       $10.51       $11.50       $11.31
- -------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .           .085          .09          .10          .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           .100        (2.79)       (1.00)         .21
  Investments
                        -------------------------------------------------------------------
   Total from Investment
    Operations                          .185        (2.70)        (.90)         .31
                        -------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.065)        (.09)        (.09)        (.12)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        -------------------------------------------------------------------
   Total Distributions                 (.065)        (.09)        (.09)        (.12)
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.84       $ 7.72       $10.51       $11.50
===========================================================================================
TOTAL RETURN*                 %        2.41%      -25.67%       -7.82%        2.75%
===========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $       $1,033         $827         $978         $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.40%        0.35%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.17%        1.03%        0.89%        0.97%
 Turnover Rate               x%           4%           8%           9%           1%
===========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 1/1/1997, 1% from 1994 through 1996).

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- --------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $ 9.98       $12.28       $10.75       $10.87
- --------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .27          .24          .18          .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .          (2.08)       (2.31)        1.52         (.09)
                        --------------------------------------------------------------------
   Total from Investment
    Operations                         (1.81)       (2.07)        1.70          .06
                        --------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.26)        (.23)        (.17)        (.18)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        --------------------------------------------------------------------
   Total Distributions                  (.26)        (.23)        (.17)        (.18)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.91        $9.98       $12.28       $10.75
============================================================================================
TOTAL RETURN*                 %      -18.12%      -16.82%       15.83%        0.56%
============================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $         $577         $660         $637         $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.61%        0.57%        0.60%        0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        2.99%        1.96%        1.69%        2.00%
 Turnover Rate               x%          22%          19%           1%           3%
============================================================================================
</TABLE>

 *Total return figures do not reflect the transaction fee on purchases (1.0%
  beginning 11/3/1997, 1.5% from 1/1/1997 to 11/2/1997, 2.0% from 1994 through
  1996), the 1% transaction fee on redemptions.

<PAGE>

25


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
                                          VANGUARD TOTAL INTERNATIONAL
                                                STOCK INDEX FUND
                                             YEAR ENDED DECEMBER 31,
                        ---------------------------------------------------------
                                        1999         1998         1997     1996*
- ---------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>       <C>
NET ASSET VALUE,
 BEGINNING OF YEAR                    $11.19       $ 9.87       $10.14    $10.26
- ---------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                   .xx          .21          .18      .150
 Capital Gain Distributions
  Received                               .xx          .02          .02      .015
 Net Realized and
  Unrealized Gain
  (Loss) on Investments                  .xx         1.31         (.28)    (.110)
                        ---------------------------------------------------------
   Total from Investment
    Operations                           .xx         1.54         (.08)     .055
                        ---------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.xx)        (.21)        (.17)    (.160)
 Distributions from
  Realized Capital Gains                  --         (.01)        (.02)    (.015)
                        ---------------------------------------------------------
   Total Distributions                  (.xx)        (.22)        (.19)    (.175)
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR          $ x.xx       $11.19       $ 9.87    $10.14
=================================================================================
TOTAL RETURN**                        xx.xx%       15.60%       -0.77%     0.55%
=================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)                     $xxx       $1,375         $903      $280
 Ratio of Total
  Expenses to Average
  Net Assets                              0%           0%           0%        0%
 Ratio of Net
  Investment Income to
  Average Net Assets                   x.xx%        2.18%        2.19%    1.51%+
 Turnover Rate                           XX%           2%           0%        0%
=================================================================================
</TABLE>

 *April 29 (inception) through December 31, 1996.
**Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 0.75% from 1/1/1997 to 11/2/1997, 1.0% in 1996).
 +Annualized.

The Funds are not  sponsored,  sold,  promoted,  or endorsed  by Morgan  Stanley
Capital International.  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>

26

INVESTING WITH VANGUARD

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

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

TRANSACTIONS
Contributions,  exchanges,  or  redemptions  of a Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete  information on your contribution,  exchange,  or
redemption, and that Vanguard has received the appropriate assets.

     In all cases, your transaction will be based on the Fund's  next-determined
net asset value after  Vanguard  receives  your  request (or, in the case of new
contributions,  the  next-determined net asset value after Vanguard receives the
order from your plan administrator).  As long as this request is received before
the close of regular  trading on the New York Stock  Exchange,  generally 4 p.m.
Eastern time, you will receive that day's net asset value.


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

<PAGE>

27

- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION  FEES:  The Emerging  Markets Stock Index Fund imposes a 1%
redemption fee on all share redemptions. Currently, redemption fees do not apply
to Fund  shares  held  through  Vanguard's  separate  recordkeeping  system  for
employee benefit plan accounts,  due to certain economies  associated with these
accounts.  However, the Fund reserves the right to impose redemption fees on its
shares  at any time if  warranted  by the  Fund's  future  costs  of  processing
redemptions from these accounts.
- --------------------------------------------------------------------------------


ACCESSING FUND INFORMATION BY COMPUTER

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

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

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

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

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

PRINCIPAL
The amount of money you put into an investment.

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

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

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

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

<PAGE>


                                                    [LOGO]
                                                    [THE VANGUARD GROUP(R) LOGO]

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

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

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)

The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Developed Foreign Markets and
Total International Stock Index
Funds, which are legally a part of
Vanguard STAR Funds).

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

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

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

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Funds
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.

Funds' Investment Company Act
file number: 811-5972 (811-3919)
for Developed Foreign Markets
and Total International Stock
Index Funds)

(C) 2000 The Vanguard Group, Inc.

All rights reserved.
Vanguard Marketing Corporation,
Distributor.


I072N-04/28/2000


<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 15, 2000

                                                          VANGUARD(R)
                                                          INTERNATIONAL STOCK
                                                          INDEX FUNDS
                                                          INSTITUTIONAL SHARES

                                                          VANGUARD INSTITUTIONAL
                                                          DEVELOPED FOREIGN
                                                          MARKETS STOCK INDEX

                                                          Prospectus
                                                          April 28, 2000

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

VANGUARD INTERNATIONAL
STOCK INDEX FUNDS
INSTITUTIONAL SHARES OF:

  VANGUARD EUROPEAN
  STOCK INDEX FUND

  VANGUARD PACIFIC
  STOCK INDEX FUND

  VANGUARD EMERGING
  MARKETS STOCK INDEX
  FUND

VANGUARD INSTITUTIONAL
DEVELOPED FOREIGN
MARKETS STOCK INDEX
FUND




INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S.
SECURITIES  AND  EXCHANGE  COMMISSION  BUT  HAS NOT YET  BECOME  EFFECTIVE.  THE
INSTITUTIONAL  SHARES OF VANGUARD EUROPEAN,  PACIFIC, AND EMERGING MARKETS STOCK
INDEX FUNDS AND VANGUARD  INSTITUTIONAL  DEVELOPED  FOREIGN  MARKETS STOCK INDEX
FUND MAY NOT BE SOLD,  NOR MAY OFFERS TO BUY BE ACCEPTED,  PRIOR TO THE TIME THE
REGISTRATION   STATEMENT  BECOMES  EFFECTIVE.   THIS  COMMUNICATION   SHALL  NOT
CONSTITUTE  AN OFFER TO SELL OR A  SOLICITATION  OF AN OFFER TO BUY,  NOR  SHALL
THERE  BE ANY  SALE  OF  THESE  SECURITIES  IN A  STATE  IN  WHICH  SUCH  OFFER,
SOLICITATION,  OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR  QUALIFICATION
UNDER THE SECURITIES LAW OF THE STATES.

<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS INSTITUTIONAL SHARES
VANGUARD INSTITUTIONAL DEVELOPED FOREIGN MARKETS STOCK INDEX FUND
Prospectus
April 28, 2000

A Group of International Stock Index Mutual Funds

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

  1 AN INTRODUCTION TO INDEX FUNDS

  2 FUND PROFILES

     2 Vanguard European Stock Index Fund Institutional Shares

     4 Vanguard Pacific Stock Index Fund Institutional Shares

     7 Vanguard Emerging Markets Stock Index Fund Institutional Shares

     9 Vanguard Institutional Developed Foreign Markets Stock Index Fund

 11 MORE ON THE FUNDS

 18 THE FUNDS AND VANGUARD

 18 INVESTMENT ADVISER

 19 DIVIDENDS, CAPITAL GAINS, AND TAXES

 21 SHARE PRICE

 21 FINANCIAL HIGHLIGHTS

 25 INVESTING WITH VANGUARD

    25 Services and Account Features

    26 Types of Accounts

    26 Buying Shares

    28 Redeeming Shares

    31 Transferring Registration

    31 Fund and Account Updates

    32 Mandatory Conversion to Investor Shares

 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

This  prospectus  explains the objective,  risks,  and strategies of each of the
Vanguard  International  Stock Index  Funds  Institutional  Shares and  Vanguard
Institutional Developed Foreign Markets Stock 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 which
Fund, if any, is the right  investment  for you. We suggest that you keep it for
future reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTE

Each of the Vanguard International Stock Index Funds offers two separate classes
of shares:  Investor and Institutional  (except Total  International Stock Index
Funds,  which offers only Investor  Shares).  This prospectus  offers the Funds'
Institutional  Shares,  which have an  investment  minimum of $10  million.  The
Funds' Investor Shares,  which have an investment  minimum of $3,000 ($1,000 for
IRAs),  are offered  through a separate  prospectus.  If you are  interested  in
purchasing   Investor  Shares,   please  call  Vanguard  at  1-800-662-7447  (or
1-800-523-1036  if  you  will  be  purchasing   through  an   employer-sponsored
retirement plan).

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


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

<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a  standard  to  measure  investment  performance.  An index  (or  "passively
managed")  fund tries to track,  as closely as possible,  the  performance of an
established target index. The fund does this by holding all, or a representative
sample,  of the securities  that comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire foreign stock market.
     Index funds are not  actively  managed by  investment  advisers who buy and
sell  securities  based on research and  analysis in an attempt to  outperform a
particular  benchmark  or the  market as a whole.  Rather,  index  funds  simply
attempt to mirror what the target index does, for better or worse.

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

FUND                                                 SEEKS TO TRACK
- -----------------------------------------------------------------------------
Vanguard European Stock Index Fund         European stock markets
Vanguard Pacific Stock Index Fund          Australian and Far East stock
                                            markets
Vanguard Emerging Markets Stock            13 emerging stock markets in
 Index Fund                                 Europe, Asia, Africa, and
                                            Latin America
Vanguard Institutional Developed Foreign   European, Australian, and Far
 Markets Stock Index Fund                   East stock markets
- -----------------------------------------------------------------------------

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

<PAGE>

2

FUND PROFILE--VANGUARD EUROPEAN STOCK
INDEX FUND INSTITUTIONAL SHARES

The  following  profile  provides  you with a  summary  of the key  features  of
Vanguard European Stock Index Fund Institutional Shares.

INVESTMENT OBJECTIVE
The  Fund  seeks  to  match  the  performance  of  the  Morgan  Stanley  Capital
International  (MSCI) Europe Index, which is made up of approximately 550 common
stocks of  companies  located  in 15  European  countries--mostly  in the United
Kingdom, Germany,  Switzerland,  and France, (which comprised xx%, xx%, xx%, and
xx% of the Index's  market  capitalization,  respectively,  as of  December  31,
1999), as well as in Austria,  Belgium,  Denmark,  Finland,  Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, and Sweden.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included  in the MSCI  Europe  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,   which  is  the  chance  that  an  entire   region--namely
     Europe--will be hurt by political troubles,  financial problems, or natural
     disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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 performance of the Investor Shares of the Fund
in each calendar year since  inception.  The table shows how the average  annual
total returns of the Fund's  Investor Shares for one and five calendar years 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.
     Note:  This  prospectus  offers the Fund's  Institutional  Shares,  not the
Investor  Shares.  Performance for the Investor Shares is shown here because the
Fund's  Institutional  Shares  are new and don't  have a full  calendar  year of
performance.  However,  the two share classes are invested in the same portfolio
of  securities  and will  have the same  returns  except  that  their  operating
expenses differ.

<PAGE>

3

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund Investor
        Shares**                  xx.xx%       xx.xx%            xx.xx%
      MSCI Europe Index           xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares  until  May xx, 2000, the expenses shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.14%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.06%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.20%

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

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund's  Institutional  Shares. This example assumes that the Fund
provides a return of 5% a year, and that operating

<PAGE>

4
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
- -------------------------------------------------
     $xx         $xxx       $xxx         $xxx
- -------------------------------------------------

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

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

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxxxxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     922042xxx
- --------------------------------------------------------------------------------

FUND PROFILE--VANGUARD PACIFIC STOCK
INDEX FUND INSTITUTIONAL SHARES

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

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of the MSCI Pacific Free Index*,  which
consists of approximately 420 common stocks of companies located in Japan (which
comprised  xx% of the Index's  market  capitalization  as of December  31,1999),
Australia, Hong Kong, New Zealand, and Singapore.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely by a fund are tracked.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common stocks included in the MSCI Pacific Free Index. For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.

<PAGE>

5

- -    Regional  risk,  which is the  chance  that an  entire  region--namely  the
     Pacific region--will be hurt by political troubles,  financial problems, or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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 performance of the Investor Shares of the Fund
in each calendar year since  inception.  The table shows how the average  annual
total returns of the Fund's  Investor Shares for one and five calendar years 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.
     Note:  This  prospectus  offers the Fund's  Institutional  Shares,  not the
Investor  Shares.  Performance for the Investor Shares is shown here because the
Fund's  Institutional  Shares  are new and don't  have a full  calendar  year of
performance.  However,  the two share classes are invested in the same portfolio
of  securities  and will  have the same  returns  except  that  their  operating
expenses differ.

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                    1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock Index
       Fund Investor Shares**       xx.xx%       xx.xx%            xx.xx%
      MSCI Pacific Free Index       xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until  May xx, 2000, the expenses  shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.

<PAGE>

6

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.24%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.29%

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

The  following  example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.  It  illustrates  the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund's  Institutional  Shares. 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
- -------------------------------------------------
    $xx        $xxx       $xxx         $xxx
- -------------------------------------------------

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

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

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxxxxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     922042xxx
- --------------------------------------------------------------------------------

<PAGE>

7

FUND PROFILE--VANGUARD EMERGING MARKETS
STOCK INDEX FUND INSTITUTIONAL SHARES

The following profile summarizes key features of Vanguard Emerging Markets Stock
Index Fund Institutional Shares.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance  of the Select  Emerging  Markets  Free
Index*,  which includes  approximately 500 common stocks of companies located in
13  emerging  markets of Europe,  Asia,  Africa,  and Latin  America--mostly  in
Brazil,  South  Africa,  and Mexico  (which  comprised  xx%, xx%, and xx% of the
Index's market capitalization,  respectively,  as of December 31, 1999), as well
as  Argentina,  the  Czech  Republic,   Greece,  Hungary,   Indonesia,   Israel,
Philippines,  Poland, Thailand, and Turkey. The developed countries of Hong Kong
and  Singapore are included in the Index to broaden  diversification  and ensure
adequate liquidity.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely are tracked.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included in the Select  Emerging  Markets  Free
Index. For more information  about passive  management,  see "Indexing  Methods"
under MORE ON THE FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles,  financial problems, or natural disasters. Country risk
     is especially high for funds that focus on stocks in emerging markets.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or 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 performance of the Investor Shares of the Fund
in each calendar year since  inception.  The table shows how the average  annual
total returns of the Fund's  Investor Shares for one and five calendar years 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.
     Note:  This  prospectus  offers the Fund's  Institutional  Shares,  not the
Investor  Shares.  Performance for the Investor Shares is shown here because the
Fund's  Institutional  Shares  are new and don't  have a full  calendar  year of
performance.  However,  the two share classes are invested in the same portfolio
of  securities  and will  have the same  returns  except  that  their  operating
expenses differ.

<PAGE>

8

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 1% transaction fee
              on purchases and redemptions.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund
       Investor Shares**          xx.xx%       xx.xx%            xx.xx%
      MSCI Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      Select Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *May 4, 1994.
      **Return figures reflect the 1% transaction fee on purchases and
        redemptions.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until May xx, 2000, the  expenses  shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                       1%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    1%**
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.23%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.22%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.45%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The redemption fee applies to all redemptions (sales or exchanges);
       it is deducted from redemption proceeds, and retained by the Fund.

<PAGE>

9

     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's  Institutional  Shares. This example assumes that the Fund
provides a return of 5% a year,  that  operating  expenses  remain the same, and
that you redeem all your shares at the end of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


     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 any of the
periods below, as it would to those above):

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------

     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.

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

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxxxxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     922042xxx
- --------------------------------------------------------------------------------

FUND PROFILE--VANGUARD INSTITUTIONAL DEVELOPED
FOREIGN MARKETS STOCK INDEX FUND

The  following  profile  summarizes  key  features  of  Vanguard   Institutional
Developed Foreign Markets Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index, which includes approximately 1,000 common stocks of companies
located in Europe, Australia, Asia, and the Far East.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. It seeks
to track the  performance  of the MSCI EAFE  Index by  investing  in  Vanguard's
European  Stock Index Fund  Institutional  Shares and  Pacific  Stock Index Fund
Institutional  Shares in propor-

<PAGE>

10

tions  based on the  market  capitalization  of the MSCI  EAFE  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

PRIMARY RISKS
THE FUND'S TOTAL RETURN,  LIKE STOCK PRICES  GENERALLY,  WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional risk, which is the chance that an entire  region--either Europe or
     the Far East--will be hurt by political troubles,  financial  problems,  or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

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

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  estimated  amounts for the current  fiscal  year.  The Fund has no
operating history; actual operating expenses could be different.

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                          *

      *Although Developed Foreign Markets Stock Index Fund is not expected
       to incur any net expenses directly, the Fund's shareholders indirectly
       bear the expenses of the underlying Vanguard funds in which the Fund
       invests. See THE FUNDS AND VANGUARD. It is estimated that the Fund's
       indirect expense ratio for its first fiscal year, based on its
       underlying investments, will be 0.23%.

     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
- ------------------------
   $xxx        $xxx
- ------------------------

<PAGE>

11

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

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

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     921909xxx
- --------------------------------------------------------------------------------

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
International  Stock Index Funds and Vanguard  Institutional  Developed  Foreign
Markets Stock Index Fund,  including  indexing  methods,  fund  characteristics,
additional risk information,  costs and market-timing,  fund turnover, and other
investment policies and risks.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Diversification.  Index  funds  generally  invest in a  diversified  mix of
     companies and industries.
- -    Relative  consistency.  Index  funds  typically  track the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  keep  trading  activity,  and  thus
     brokerage commissions, to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities  only to respond to redemption  requests or to adjust the number
     of shares it holds to  reflect a change in its  target  index,  the  fund's
     turnover  rate--and thus its realization of capital  gains--is usually very
     low.

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

INDEXING METHODS
In  seeking  to track a  particular  index,  a fund may use one of two  indexing
methods to select the stocks it invests in.

<PAGE>

12

     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves. For example, if 5% of
the S&P 500  Index  were  made up of the  stock of a  specific  company,  a fund
tracking that index would invest about 5% of its assets in that company.
     Other index funds may use a different  selection process.  Because it would
be very  expensive to buy all of the stocks held in certain  indexes (the Select
Emerging Markets Free Index, for example,  includes  approximately  500 stocks),
funds  tracking  these  larger  indexes  use a  "sampling"  technique.  Using  a
sophisticated  computer program, these funds invest in stocks that will recreate
their  target  indexes  in  terms  of  industry,   size,   country,   and  other
characteristics.  For instance, if 10% of the Select Emerging Markets Free Index
were made up of the stocks of a certain  country,  the  Emerging  Markets  Stock
Index Fund would invest about 10% of its assets in stocks of the Index from that
country.  The  European,  Pacific,  and Emerging  Markets Stock Index Funds each
employ  this  method  of  indexing.  As a "fund  of  funds,"  the  Institutional
Developed  Foreign  Markets  Stock  Index Fund  allocates  its assets  among the
European  Stock Index Fund  Institutional  Shares and  Pacific  Stock Index Fund
Institutional Shares.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 "FUND OF FUNDS"

The term "fund of funds" is used to  describe  a mutual  fund that  pursues  its
objective by investing in other mutual funds rather than in individual stocks or
bonds.  A fund of funds may charge for its own direct  expenses,  in addition to
bearing a proportionate share of the expenses charged by the underlying funds in
which it invests. Funds of funds are best suited for long-term investors.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION
To track their target  indexes as closely as possible,  the European and Pacific
Stock Index Funds attempt to remain fully invested in foreign stocks included in
their particular indexes. The Emerging Markets Stock Index Fund normally invests
95% of its assets in foreign  stocks,  holding the remaining 5% in cash reserves
to meet daily redemption requests.  The Institutional  Developed Foreign Markets
Stock Index Fund  normally  holds100% of its assets in shares of its  underlying
funds.


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

13

[FLAG] EACH 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.

     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 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 any of the Funds in particular.
     Note that the preceding chart does not take into account  returns  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 the U.S.  market for
comparison--from  1990-1999,  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>

14

- --------------------------------------------------------------------------------
            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  1990-1994  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 any of the Funds in particular.

[FLAG] EACH FUND IS SUBJECT  TO  COUNTRY  RISK,  WHICH IS THE  POSSIBILITY  THAT
     POLITICAL EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL  PROBLEMS (RISING
     INFLATION,  GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A
     FLOOD)  WILL  WEAKEN A  COUNTRY'S  ECONOMY  AND CAUSE  INVESTMENTS  IN THAT
     COUNTRY TO LOSE MONEY.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  REGIONAL VERSUS BROAD INTERNATIONAL INVESTING

Regional funds are international funds that invest in a particular  geographical
region,  such as Europe or the Pacific  Basin.  Because they  concentrate  their
holdings in a single  region,  these  funds  typically  have higher  share price
volatility  than  broadly  diversified  international  stock  funds  (which,  by
investing in many different foreign markets,  may offset losses from one country
with gains from another at any given time).
- --------------------------------------------------------------------------------

     EUROPEAN  STOCK  INDEX  FUND.  Stocks  from the  United  Kingdom,  Germany,
Switzerland  and France  comprised  xx%,  xx%,  xx%,  and xx% of the MSCI Europe
Index,  respectively,  as of December  31,  1999;  stocks from the  remaining 11
countries  in  the  Index  have  much  less  significant  market  capitalization
weightings  in the  Index and thus much  less  impact on its total  return.  The
Fund's heavy exposure to just four countries involves a higher degree of country
risk than that of more geographically diversified international funds.
     PACIFIC STOCK INDEX FUND. Japanese stocks comprised xx% of the MCSI Pacific
Free Index as of December 31, 1999. Therefore,  Japanese stocks will represent a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment

<PAGE>

15

in the Japanese  stock  market may involve a higher  degree of country risk than
that of more geographically diversified international funds.
     EMERGING MARKETS STOCK INDEX FUND. As discussed above, emerging markets can
be substantially more volatile than both U.S and more developed foreign markets.
Therefore,  the  Emerging  Markets  Stock Index Fund may expose  investors  to a
higher degree of volatility  than funds that invest in more  developed  markets.
     INSTITUTIONAL  DEVELOPED  FOREIGN  MARKETS  STOCK INDEX FUND.  As a fund of
funds, the  Institutional  Developed Foreign Markets Stock Index Fund intends to
invest all of its assets in shares of the European and Pacific Stock Index Funds
Institutional Shares;  indirectly,  its country risk will proportionately mirror
that of the European and Pacific Stock Index Funds.


[FLAG] EACH FUND IS SUBJECT TO CURRENCY RISK,  WHICH IS THE  POSSIBILITY  THAT A
     STRONGER U.S. DOLLAR WILL REDUCE RETURNS FOR AMERICANS  INVESTING OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH  FEWER U.S.  DOLLARS.  ON THE OTHER  HAND,  A WEAKER  U.S.  DOLLAR
     GENERALLY   LEADS  TO  HIGHER   RETURNS  FOR  AMERICANS   HOLDING   FOREIGN
     INVESTMENTS.

SECURITY SELECTION
In seeking to track its target index,  the European  Stock Index,  Pacific Stock
Index,  and  Emerging  Markets  Stock Index Funds each invest in a portfolio  of
foreign stocks selected through statistical methods. The Institutional Developed
Foreign Markets Stock Index Fund simply invests in the  Institutional  Shares of
the European and Pacific Stock Index Funds.
     EUROPEAN  STOCK INDEX FUND.  The Fund invests in a  statistically  selected
sample of  approximately  550 common  stocks  included in the MSCI Europe Index,
which is made up of the stocks of  companies  located in 15 European  countries.
Four countries--the United Kingdom, Germany,  Switzerland,  and France--dominate
the Index, with xx%, xx%, xx%, and xx%,  respectively,  as of December 31, 1999.
The other 11  countries,  which  include  Austria,  Belgium,  Denmark,  Finland,
Ireland, Italy, the Netherlands,  Norway, Portugal,  Spain, and Sweden, are much
less significant to the Index and, consequently, the Fund.
     PACIFIC  STOCK INDEX FUND.  The Fund  invests in a  statistically  selected
sample of the  approximately 420 common stocks included in the MSCI Pacific Free
Index, which is comprised of the stocks of Pacific Basin companies. The Index is
dominated by the Japanese  stock  market,  which  represented  xx% of the market
capitalization  of the Index as of December 31, 1999.  The other four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.
     EMERGING  MARKETS  STOCK INDEX FUND.  The Fund  invests in a  statistically
selected  sample of the  approximately  500 common stocks included in the Select
Emerging Markets Free Index, which is made up of the stocks of companies located
in 13  emerging  markets of  Europe,  Asia,  Africa,  and Latin  America.  Three
countries--Brazil,  Mexico, and South Africa--represent a majority of the Index,
with xx%, xx%, and xx% of the market capitalization of the Index,  respectively,
as of December 31, 1999.  The other 10 countries  include  Argentina,  the Czech
Republic, Greece, Hungary, Indonesia, Israel, Philippines, Poland, Thailand, and
Turkey.  The developed  countries of Hong Kong and Singapore are included in the
Index to broaden diversification and ensure adequate liquidity.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds are generally managed without regard to tax ramifications.

<PAGE>

16

TRANSACTION FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company and international  stocks.  The transaction fee ensures that these
higher  costs are borne by the  investors  making the  transactions--and  not by
shareholders  already in the fund. All transaction fees are paid directly to the
fund itself (unlike a sales charge or load, which--for many fund companies--ends
up in the pocket of the  sponsor,  adviser,  or sales  representative).  Without
transaction  fees,  some index funds would have  trouble  tracking  their target
indexes.

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

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

TURNOVER RATE
Although each Fund seeks to invest for the long term, the Funds retain the right
to sell  securities  regardless  of how  long the  securities  have  been  held.
Generally,  a  passively-managed  fund  sells  securities  only  to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index. Because of this, the turnover rate for each Fund has
been extremely low. The Financial  Highlights  tables  beginning on page xx show
historic turnover rates for each Fund.

<PAGE>

17

- --------------------------------------------------------------------------------
                                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.  According to  Morningstar,  Inc. as of December 31, 1999, the
average  turnover  rate for  passively  managed  foreign  stock  index funds was
roughly xx%; for all foreign stock funds, the average turnover was approximately
xx%. (A  turnover  rate of 100% would  occur,  for  example,  if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.)
- --------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing  in common  stocks of foreign  companies,  each Fund may make
certain  other  kinds of  investments  to achieve its  objective.  Each Fund may
change its objective without shareholder approval.
     The Funds may also  invest,  to a limited  extent,  in futures  and options
contracts,  warrants,  convertible  securities,  and swap agreements,  which are
types  of  derivatives.  Losses  (or  gains)  involving  futures  contracts  can
sometimes be substantial--in part because a relatively small price movement in a
futures contract may result in an immediate and substantial loss (or gain) for a
fund.  Similar risks exist for warrants  (securities that permit their owners to
purchase  a  specific  number  of  shares  of stock at a  predetermined  price),
convertible securities (securities that may be exchanged for another asset), and
swap  agreements  (contracts  between  two  parties in which each agrees to make
payments to the other based on the return of a specified index or asset).

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

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under  futures  contracts  will not  exceed 20% of its total
assets.
     The reasons for which a Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.

<PAGE>

18

- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Each Fund may also enter into forward foreign  currency  contracts in order
to maintain  the same  currency  exposure  as its  respective  Index.  A forward
foreign 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.
Managers of  international  stock funds  typically use these  contracts to guard
against sudden,  unfavorable  changes in U.S.  dollar/foreign  currency exchange
rates. However, the Funds will use these contracts for different reasons:
- -    To gain currency exposure when investing in futures.
- -    To settle trades in a foreign currency.


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

THE FUNDS AND VANGUARD
Vanguard  International  and Vanguard  Institutional  Developed  Foreign Markets
Stock Index Funds are offered by The  Vanguard  Group,  a family of more than 35
investment  companies  with more than 100 funds  holding  assets worth more than
$xxx 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.
     Institutional  Developed  Foreign  Markets Stock Index Fund will indirectly
bear a proportionate  share of the expenses of the underlying  funds in which it
invests.  However,  the Fund's  direct  expenses  are expected to be very low or
zero.  Institutional  Developed  Foreign  Markets  Stock Index Funds may operate
without  incurring  direct expenses because Vanguard will reimburse them for (i)
their  contributions to the cost of operating the underlying funds in which they
invest,  and (ii) savings in  administrative  and marketing  costs that Vanguard
expects to derive from their operations.

INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,   serves  as  the  Funds'  adviser  through  its  Core  Management  Group.
(Institutional  Developed  Foreign  Markets Stock Index Fund  receives  advisory
services indirectly,  by investing in the European and Pacific Stock Index Funds
Institutional  Shares.) Vanguard manages the Funds on an at-cost basis,  subject
to the control of the Trustees and officers of the Funds. The

<PAGE>

19

Funds began operations on May xx, 2000.  Advisory fees for the first fiscal year
of the European,  Pacific,  and Emerging Markets Stock Index Funds Institutional
Shares is estimated at an effective annual rate of 0.xx%.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most favorable execution from these brokers or dealers with respect to
all  transactions.  The Funds may direct Vanguard to use a particular broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                               THE FUNDS' ADVISER

The Vanguard Group provides investment advisory services to many Vanguard funds;
as of December  31,  1999,  the Group  managed  more than $xxx  billion in total
assets.  The individual  responsible for overseeing the European,  Pacific,  and
Emerging Markets Stock Index Funds' investments is:

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

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each Fund distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  Distributions generally occur in December. In addition, a
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 whether or not you reinvest these amounts
     in additional Fund shares.

<PAGE>

23

- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.
- -    The European,  Pacific,  and Emerging Markets Stock Index Funds each 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 a Fund's foreign tax obligations, provided that you meet certain
     requirements.  Because  the  Developed  Foreign  Markets  Stock  Index Fund
     invests in foreign stocks indirectly through the European and Pacific Stock
     Index Funds,  its investors  are not able to take  advantage of foreign tax
     credits or deductions.  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 and certify  that it is correct.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.

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

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.

<PAGE>

21

TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

SHARE PRICE
Each Fund's share price,  called its net asset value, or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share  for the  Institutional  Developed  Foreign
Markets  Stock Index Fund is computed by adding up the total value of the Fund's
investments (i.e., shares of the underlying funds) 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

     Net asset value per share for the European,  Pacific,  and Emerging Markets
Stock  Index Funds is  computed  in a similar  way,  by dividing  the net assets
attributed  to each  class by the  number of Fund  shares  outstanding  for that
class.
     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received  had you sold all of your  shares  back to the Fund that  day.  Because
foreign  securities  markets may operate on days which are not business  days in
the  United  States,  the  value of a Fund's  holdings  may  change on days when
shareholders will not be able to purchase or redeem the Fund's shares.
     A NOTE ON  PRICING:  A Fund's  investments  will be priced at their  market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated  according to procedures  adopted by the Funds' Board of Trustees.  A
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 underlying securities.
     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers  use different  abbreviations  for each Fund, but the most common are
XXXXXX, XXXXXX, XXXXXX, and XXXXXX for the European,  Pacific, Emerging Markets,
and Institutional Developed Foreign Markets Stock Index Funds, respectively.


FINANCIAL HIGHLIGHTS
The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance  for the past five years or since  inception
(except for Institutional  Developed Foreign Markets Stock Index Fund, which did
not start  operations  until May xx,  2000),  and certain  information  reflects
financial results for a single Fund share. The total

<PAGE>

22

returns in each table  represent the rate that an investor  would have earned or
lost  each  year on an  investment  in the Fund  (assuming  reinvestment  of all
dividends and capital gains  distributions).  This  information has been derived
from the financial statements audited by PricewaterhouseCoopers LLP, independent
accountants,  whose  report--along  with each  Fund's  financial  statements--is
included in the Funds' most recent annual report to  shareholders.  You may have
the annual report sent to you without charge by contacting Vanguard.  NOTE: This
prospectus  offers the Funds'  Institutional  Shares  not the  Investor  Shares.
Information  for the  Investor  Shares is shown here  because each of the Fund's
Institutional Shares are new. However, the two share classes are invested in the
same portfolio of securities and will have the same financial performance except
to the extent that their operating expenses differ.

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

This  explanation  uses the  European  Stock Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $25.28 per share. During the
year,  the Fund earned  $0.xx per share from  investment  income  (interest  and
dividends) and $x.xx 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.xx 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  ($x.xx  per  share)  minus the  distributions  ($0.xx  per share)
resulted in a share price of $xx.xx at the end of the year. This was an increase
of $x.xx per share (from  $25.28 at the  beginning  of the year to $xx.xx 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 xx.xx% for the year.

As of December 31, 1999, the Fund had $x.x billion in net assets.  For the year,
its  expense  ratio was 0.xx%  ($x.x0  per  $1,000 of net  assets);  and its net
investment  income  amounted to x.xx% of its  average  net  assets.  It sold and
replaced securities valued at x% of its net assets.

<PAGE>

23

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                                INVESTOR SHARES
                                            YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- ------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28       $20.13       $16.57       $14.02       $11.76
- ------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .41          .38          .34          .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           5.40         3.63         2.63         2.30
                        ------------------------------------------------------------------
   Total from Investment
    Operations                          5.81         4.01         2.97         2.62
                        ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.52)        (.37)        (.36)        (.32)
 Distributions from
  Realized Capital Gains                (.14)        (.08)        (.06)        (.04)
  Gains
                        ------------------------------------------------------------------
   Total Distributions                  (.66)        (.45)        (.42)        (.36)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $            $25.28       $20.13       $16.57       $14.02
==========================================================================================
TOTAL RETURN*                 %       28.86%       24.23%       21.26%       22.28%
==========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)      $            $4,479       $2,432       $1,595       $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.29%        0.31%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.97%        2.19%        2.45%        2.66%
 Turnover Rate               x%           7%           3%           4%           2%
==========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 1% from 1994 through 11/2/1997) or the annual account
  maintenance fee of $10.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                              INVESTOR SHARES
                                           YEAR ENDED DECEMBER 31,
                        -------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- -------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $ 7.72       $10.51       $11.50       $11.31
- -------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .           .085          .09          .10          .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           .100        (2.79)       (1.00)         .21
  Investments
                        -------------------------------------------------------------------
   Total from Investment
    Operations                          .185        (2.70)        (.90)         .31
                        -------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.065)        (.09)        (.09)        (.12)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        -------------------------------------------------------------------
   Total Distributions                 (.065)        (.09)        (.09)        (.12)
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.84       $ 7.72       $10.51       $11.50
===========================================================================================
TOTAL RETURN*                 %        2.41%      -25.67%       -7.82%        2.75%
===========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $       $1,033         $827         $978         $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.40%        0.35%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.17%        1.03%        0.89%        0.97%
 Turnover Rate               x%           4%           8%           9%           1%
===========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 1/1/1997, 1% from 1994 through 1996) or the annual account
  maintenance fee of $10.

<PAGE>

24

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                               INVESTOR SHARES
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- --------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $ 9.98       $12.28       $10.75       $10.87
- --------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .27          .24          .18          .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .          (2.08)       (2.31)        1.52         (.09)
                        --------------------------------------------------------------------
   Total from Investment
    Operations                         (1.81)       (2.07)        1.70          .06
                        --------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.26)        (.23)        (.17)        (.18)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        --------------------------------------------------------------------
   Total Distributions                  (.26)        (.23)        (.17)        (.18)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.91        $9.98       $12.28       $10.75
============================================================================================
TOTAL RETURN*                 %      -18.12%      -16.82%       15.83%        0.56%
============================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $         $577         $660         $637         $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.61%        0.57%        0.60%        0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        2.99%        1.96%        1.69%        2.00%
 Turnover Rate               x%          22%          19%           1%           3%
============================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (1.0%
  beginning 11/3/1997, 1.5% from 1/1/1997 to 11/2/1997, 2.0% from 1994 through
  1996), the 1% transaction fee on redemptions, or the annual account
  maintenance fee of $10.

The Funds are not  sponsored,  sold,  promoted,  or endorsed  by Morgan  Stanley
Capital International.  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>

25

- --------------------------------------------------------------------------------
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 ICON]. 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 30.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [BOOK ICON]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.
- -    Add/change fund options (including dividend options, 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.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------

<PAGE>

26

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 ICON]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR AN ORGANIZATION [BOOK ICON]
Open an account as a corporation,  partnership,  endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial  intermediary such as a
bank,  broker,  or investment  adviser.  If you invest with Vanguard  through an
intermediary,  please read that firm's program  materials  carefully to learn of
any  special  rules  that may apply.  For  example,  special  terms may apply to
additional service features, fees, or other policies.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

BUYING SHARES

You buy your shares at a 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.  You may  convert  the
Investor  Shares of European,  Pacific,  and Emerging  Markets Stock Index Funds
into  Institutional  Shares of the same Fund  provided that you meet the minimum
initial investment requirements for such Shares.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$10 million

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON PURCHASE FEES
Each Fund, except the Institutional  Developed Foreign Markets Stock Index Fund,
deducts a 0.5% (1% for Emerging Markets Stock Index Fund) fee from all purchases
(including  exchanges  from  other  Vanguard  funds),  but not  from  reinvested
dividends or capital gains.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]
Call your assigned Service Associate to arrange your wire transaction.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

<PAGE>

27

In favor of:
European Stock Index Fund Institutional Shares-xxx
Pacific Stock Index Fund Institutional Shares-xxx
Emerging Markets Stock Index Fund Institutional Shares-xxx
Institutional Developed Foreign Markets Stock Index Fund-xxx
In favor of:
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-(insert  appropriate Fund number;
see below)
European Stock Index Fund Institutional Shares-xxx
Pacific Stock Index Fund Institutional Shares-xxx
Emerging Markets Stock Index Fund Institutional Shares-xxx
Institutional Developed Foreign Markets Stock Index Fund-xxx

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

For clients of Vanguard's Institutional Division . . .

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

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


Vanguard Tele-Account
1-800-662-6273

*You must obtain a Personal  Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.

<PAGE>

28

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

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 34.

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  signature of all current account owners on
     your written instructions.

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules  discussed in this  prospectus.  Note
that the Funds do not permit telephone exchanges.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Emerging  Markets  Stock  Index Fund  imposes a 1%  redemption  fee on all share
redemptions. Currently, redemption fees do not apply to Fund shares held through
Vanguard's separate recordkeeping system for employee benefit plan accounts, due
to certain economies associated with these accounts.  However, the Fund reserves
the right to impose  redemption  fees on its shares at any time if  warranted by
the Fund's future costs of processing redemptions from these accounts.
- --------------------------------------------------------------------------------
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.

<PAGE>

29

- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE ICON]
Call Vanguard  Tele-Account 24 hours a day--or your assigned  Service  Associate
during business hours--to sell shares.

Vanguard Tele-Account
1-800-662-6273
- --------------------------------------------------------------------------------
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 ICON]
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                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

<PAGE>

30

to delay delivery of your  redemption  proceeds--up to seven days--if the amount
may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------
FUND EXPRESS REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  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 may be obtained from most commercial and savings
 banks, credit  unions,  trust  companies,  or  member  firms  of  a  U.S. stock
 exchange.

TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account  transactions can disrupt the management of a Fund and
increase the Fund's costs for all shareholders, Vanguard limits account activity
as follows:
- -    You may make no more than TWO  SUBSTANTIVE  "ROUND TRIPS"  THROUGH 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.

<PAGE>

31

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

TRANSFERRING REGISTRATION

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

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                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  adviser,  and  the  Fund's  financial
statements which include a listing of the Fund's holdings.
To keep each Fund's costs as low as possible (so that you and other shareholders
can keep more of the Fund's investment earnings), Vanguard attempts to eliminate
duplicate mailings to the same address.  When two or more Fund shareholders have
the  same  last  name  and  address,  we  send  just  one  Fund  report  to that
address--instead of mailing separate reports to each shareholder. If you want us
to send separate reports, notify our Institutional Division at 1-888-809-8102.
- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in February and August for these Funds.

<PAGE>

31

- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions, and proceeds from the sale of shares.
- --------------------------------------------------------------------------------

MANDATORY CONVERSION TO INVESTOR SHARES

Vanguard European,  Pacific, and Emerging Markets Stock Index Funds each reserve
the right to convert any investor's Institutional Shares into Investor Shares of
the same Fund if the  investor's  account  balance  falls below $10 million.  In
addition,  Vanguard  EAFE  Institutional  Stock Index Fund reserves the right to
redeem and investor's  shares if the investor's  account balance falls below $10
million. Any such conversion or redemption will be preceded by written notice to
the investor. No transaction fee will be imposed on share-class conversions.

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

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

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

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

PRINCIPAL
The amount of money you put into an investment.

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

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

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

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

<PAGE>


                                                    [LOGO]
                                                    [THE VANGUARD GROUP(R) LOGO]

                                                    Institutional Division
                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

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

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Institutional Developed Foreign
Markets Stock Index Fund,
which is legally a part of Vanguard
STAR Funds).

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

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

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

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

TEXT TELEPHONE:
1-800-952-3335

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

TELEPHONE:
1-888-809-8102

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

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

TEXT TELEPHONE:
1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Funds
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.

Funds' Investment Company Act
file number: 811-5972 (811-3919) for
Institutional Developed Foreign
Markets Stock Index Fund)

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

IxxxN-04/28/2000


<PAGE>

                                     PART B

                              VANGUARD(R) STAR FUNDS
                                   (THE TRUST)

                       STATEMENT OF ADDITIONAL INFORMATION
                                 APRIL 28, 2000


     This Statement is not a prospectus  but should be read in conjunction  with
the Trust's current  Prospectuses (dated April 28, 2000). To obtain a Prospectus
or the most recent  Annual  Report to  Shareholders,  which  contains the Funds'
Financial  Statements  as hereby  incorporated  by  reference,  please  call the
Investor Information Department:


                         INVESTOR INFORMATION DEPARTMENT
                              1-800-662-7447(SHIP)

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
DESCRIPTION OF THE FUNDS.....................................................B-1
FUNDAMENTAL INVESTMENT LIMITATIONS...........................................B-3
INVESTMENT POLICIES..........................................................B-4
MANAGEMENT OF THE FUNDS......................................................B-8
INVESTMENT ADVISORY SERVICES................................................B-10
PORTFOLIO TRANSACTIONS......................................................B-20
PURCHASE OF SHARES..........................................................B-20
REDEMPTION OF SHARES........................................................B-21
SHARE PRICE.................................................................B-21
YIELD AND TOTAL RETURN......................................................B-22
COMPARATIVE INDEXES.........................................................B-23
FINANCIAL STATEMENTS........................................................B-25

                            DESCRIPTION OF THE FUNDS


ORGANIZATION

     The Trust was organized as a  Pennsylvania  business trust in 1983, and was
reorganized  as a Delaware  business trust in June 1998. The Trust is registered
with the United States Securities and Exchange Commission (the Commission) under
the  Investment  Company Act of 1940 (the 1940 Act) as an  open-end  diversified
management  investment company. It currently offers the following Funds, each of
which has outstanding one class of shares:


               Vanguard Developed Foreign Markets Stock Index Fund
        Vanguard Institutional Developed Foreign Markets Stock Index Fund
              Vanguard LifeStrategy(TM) Conservative Growth Fund
                        Vanguard LifeStrategy Growth Fund
                        Vanguard LifeStrategy Income Fund
                   Vanguard LifeStrategy Moderate Growth Fund
                            Vanguard STAR(TM) Fund
                  Vanguard Total International Stock 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 a single fund
or class of shares may issue.

                                      B-1
<PAGE>

SERVICE PROVIDERS

     CUSTODIAN.   First  Union  National  Bank,   PA4943,   530  Walnut  Street,
Philadelphia,  Pennsylvania  19106 and The Chase Manhattan  Bank,  N.A., 4 Chase
MetroTech Center, Brooklyn, New York 11245, 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 the Funds' financial  statements and provide other related
services.

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

CHARACTERISTICS OF THE FUNDS' SHARES

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

     SHAREHOLDER  LIABILITY.  The Trust is 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 of the Declaration of Trust that would adversely  affect to a material
degree  the  rights  and  preferences  of the  shares of any 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  written  request of  shareholders
representing 10% or more of the fund's net assets, and to change any fundamental
policy of the fund.  Shareholders  of a fund receive one vote for each dollar of
net  asset  value  owned on the  record  date,  and a  fractional  vote for each
fractional  dollar of net assets  owned on the record  date.  However,  only the
shares of a fund  affected by a  particular  matter are entitled to vote on that
matter.  Voting  rights  are  non-cumulative  and cannot be  modified  without a
majority vote.

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

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

     CONVERSION RIGHTS. There are no conversion rights associated with shares of
each Fund.

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

                                      B-2
<PAGE>

TAX STATUS OF THE FUNDS

     Each Fund  intends to qualify as a  "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code. This special tax status means that a
fund will not be liable for federal tax on income and capital gains  distributed
to  shareholders.  In order to preserve its tax status,  a 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.

                       FUNDAMENTAL INVESTMENT LIMITATIONS

     Each Fund is subject to the following fundamental  investment  limitations,
which  cannot be changed in any way  without  the  approval  of the holders of a
majority of the affected Fund's shares.  For these  purposes,  a "majority" of a
Fund's  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 a Fund's net asset value.

     BORROWING.  A Fund may not borrow money,  except for temporary or emergency
purposes in an amount not exceeding  15% of the Fund's net assets.  The Fund may
borrow money through banks or Vanguard's  interfund  lending  program only,  and
must comply with all applicable regulatory conditions.

     COMMODITIES.  A Fund may not purchase or sell commodities,  except that the
Institutional  Developed Markets Index,  Developed  Markets Index,  LifeStrategy
Conservative  Growth,  LifeStrategy Growth,  LifeStrategy  Income,  LifeStrategy
Moderate Growth, and Total International Stock Index Funds may invest in futures
contracts and options transactions. No more than 5% of a Fund's total assets may
be used as initial margin deposit for futures contracts, and no more than 20% of
a Fund's  total  assets may be invested in futures  contracts  or options at any
time.

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

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

     LOANS.  A Fund may not lend money to any person except by purchasing  bonds
and other debt securities that are publicly distributed or customarily purchased
by institutional  investors, by entering into repurchase agreements,  or through
Vanguard's interfund lending program.

     MARGIN.  A Fund may not purchase  securities  on margin or sell  securities
short,  except as  permitted  by the  Fund's  investment  policies  relating  to
commodities.

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

     PUTS, CALLS. A Fund may not purchase or sell puts or calls.

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

  REAL ESTATE. A Fund may not invest directly in real estate.

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

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

     The investment  limitations set forth above are considered at the time that
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 restrictions.

                                      B-3
<PAGE>

     The investment  limitations  set forth above relate only to the Funds,  and
may not  necessarily  apply to the  underlying  funds in which the Funds invest.
Thus, while a Fund may not invest directly in real estate,  for example,  it may
do so indirectly if one of the underlying funds does so.

                              INVESTMENT POLICIES

     The following policies  supplement the Funds' investment policies set forth
in the Prospectuses:

     REPURCHASE  AGREEMENTS.  Each  Fund (and  each of the  underlying  Vanguard
funds) may invest in repurchase  agreements with commercial banks,  brokers,  or
dealers to generate income from its excess cash balances. A repurchase agreement
is an agreement under which a Fund acquires a fixed-income security (generally a
security  issued  by the  U.S.  Government  or an  agency  thereof,  a  banker's
acceptance  or a  certificate  of deposit) from a commercial  bank,  broker,  or
dealer,  subject  to resale  to the  seller  at an  agreed  upon  price and date
(normally,  the next business  day). A repurchase  agreement may be considered a
loan  collateralized  by  securities.  The resale price  reflects an agreed upon
interest rate  effective for the period the  instrument is held by a Fund and is
unrelated  to  the  interest  rate  on  the  underlying  instrument.   In  these
transactions,  the securities  acquired by a 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  Fund's  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  of the  creditworthiness  of any  bank,  broker  or  dealer  party  to a
repurchase agreement with a Fund.

     The use of repurchase  agreements  involves certain risks. For example,  if
the other party to the agreement  defaults on its  obligation to repurchase  the
underlying  security at a time when the value of the  security has  declined,  a
Fund may incur a loss upon  disposition  of the security.  If the other party to
the agreement  becomes  insolvent and subject to liquidation  or  reorganization
under  the  Bankruptcy  Code or  other  laws,  a court  may  determine  that the
underlying security is collateral for a loan by a 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 a 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  Funds'
management  acknowledges these risks, it is expected that they can be controlled
through careful monitoring procedures.

     FUTURES  CONTRACTS.  Institutional  Developed  Foreign Markets Stock Index,
Developed  Foreign  Markets  Stock  Index,   LifeStrategy  Conservative  Growth,
LifeStrategy  Growth,  LifeStrategy  Income,  LifeStrategy  Moderate Growth, and
Total  International  Stock  Index  Funds  (as well as most of their  underlying
funds)  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.  Futures
contracts which are  standardized  as to maturity date and underlying  financial
instrument  are traded on national  futures  exchanges.  Futures  exchanges  and
trading are regulated under the Commodity  Exchange Act by the Commodity Futures
Trading Commission (CFTC), a U.S. Government agency. Assets committed to futures
contracts will be segregated to the extent required by law.

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

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

                                       B-4

<PAGE>

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  Funds  expect to earn
interest income on their margin deposits.

     Trades 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.  The Funds intend to use futures contracts
only for bona fide hedging purposes.

     Regulations  of the CFTC  applicable to the Funds require that all of their
futures  transactions  constitute bona fide hedging  transactions  except to the
extent that the aggregate initial margins and premiums required to establish any
non-hedging  positions  do not  exceed  five  percent  of the  value of a Fund's
portfolio.  The Funds 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 Funds  expect  that  approximately  75% of all  futures  contract
purchases will be "completed;" that is, equivalent amounts of related securities
will have been  purchased or are being  purchased by the Funds 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
the Funds will incur commission expenses in both opening and closing out futures
positions, these costs are lower than transaction costs incurred in the purchase
and sale of the underlying securities.

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

     Risk Factors in Futures Transactions. Positions in futures contracts may be
closed  out only on an  Exchange  which  provides  a  secondary  market for such
futures.  However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be  possible  to  close a  futures  position.  In the  event  of  adverse  price
movements,  a Fund would  continue to be required to make daily cash payments to
maintain its required margin.  In such situations,  if 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,  the Fund may be
required to make delivery of the  instruments  underlying  futures  contracts it
holds.  The inability to close options and futures  positions also could have an
adverse impact on the ability to effectively  hedge. The Funds will minimize the
risk that they 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 Funds are engaged in only for hedging  purposes,  the

                                      B-5

<PAGE>

Advisers  do not  believe  that  the  Funds  are  subject  to the  risks of loss
frequently associated with futures transactions. The Funds would presumably have
sustained  comparable  losses if,  instead  of the  futures  contract,  they had
invested in the underlying financial instrument and sold it after the decline.

     Utilization  of futures  transactions  by a Fund does  involve  the risk of
imperfect or no correlation  where the securities  underlying  futures contracts
have different maturities than the portfolio securities being hedged. It is also
possible  that a Fund  could  both  lose  money on  futures  contracts  and also
experience  a decline in value of its  portfolio  securities.  There is also the
risk of loss by a Fund of margin deposits in the event of bankruptcy of a broker
with whom the Fund has an open position in a futures contract or related option.

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

     Federal Tax  Treatment  of Futures  Contracts.  Each Fund is  required  for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on certain  futures  contracts as of the end of the
year as well as those  actually  realized  during the year. In 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.

     Each 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 Funds' other  investments and shareholders will be advised
on the nature of the transactions.

     ILLIQUID  SECURITIES.  Each  underlying  fund may invest up to 15% (10% for
Prime  Money  Market  Fund) 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.

     The underlying funds 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, they may be considered illiquid  securities--meaning  that they could be
difficult for the funds to convert to cash if needed.

     If a substantial market develops for a restricted  security held by a fund,
it will be treated as a liquid  security,  in  accordance  with  procedures  and
guidelines  approved by the funds' 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 each
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.

                                      B-6

<PAGE>

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.

LENDING  OF  SECURITIES.  The  Funds  (or any  underlying  fund)  may  lend  its
investment securities to qualified  institutional  investors (typically brokers,
dealers,  banks, or other financial  institutions) who need to borrow securities
in order  to  complete  certain  transactions,  such as  covering  short  sales,
avoiding failures to deliver securities or completing arbitrage  operations.  By
lending its securities, a 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 and the  structure and the
aggregate  amount of such  loans  must be  consistent  with the 1940 Act and the
Rules and Regulations or  interpretations  of the Commission  thereunder.  These
provisions  limit  the  amount of  securities  a fund may lend to 33 1/3% of the
fund's total assets,  and require that (a) the borrower pledge and maintain with
the fund  collateral  consisting  of cash,  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 receive
reasonable  interest on the loan which may include the fund's investing any cash
collateral in interest bearing short-term  investments,  any distribution on the
loaned securities and any increase in their market value. Loan arrangements made
by 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  credit-worthiness  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.

     FOREIGN  INVESTMENTS.  Each  underlying  fund in which the Funds invest may
invest its assets in securities of foreign companies. 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
dominated  in  foreign  currencies,  and since the  funds may  temporarily  hold
uninvested  reserves in bank deposits in foreign  currencies,  the funds will be
affected  favorable or  unfavorable by changes in currency rates and in exchange
control regulations,  and may incur costs in connection with conversions between
various currencies.

     Country  Risk. As foreign  countries  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 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 custodial  arrangements  of the
funds'  foreign  securities  will be  somewhat  greater  than the  expenses  for
custodial 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  theses  taxes is
recoverable,  the non-recovered portion of foreign withholding taxes will reduce
the income  received from foreign  companies held by each fund.  However,  these
foreign  withholding taxes are not expected to have a significant  impact on the
funds.

     Federal Tax  Treatment of Non-U.S.  Transactions.  Special rules govern the
Federal  income tax  treatment of certain  transactions  denominated  in foreign
currency  or  determined  by  reference  to the  value  of one or  more  foreign
currencies.  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

                                      B-7

<PAGE>

in Treasury  regulations,  preferred stock);  (ii) the accruing of certain trade
receivables  and  payables;  and (iii) the entering into or  acquisition  of any
forward contract,  futures contract,  option or similar financial  instrument if
such  instrument is not marked to market.  The  disposition  of a currency other
than the U.S. dollar by a taxpayer whose functional  currency is the U.S. dollar
is also treated as a transaction subject to the special currency rules. However,
foreign  currency-related  regulated futures contracts and nonequity options are
generally  not  subject to the  special  currency  rules if they are or would be
treated  as  sold  for  their  fair   market   value  at   year-end   under  the
marking-to-market rules applicable to other futures contracts unless an election
is made to have such currency rules apply. With respect to transactions  covered
by the special  rules,  foreign  currency gain or loss is calculated  separately
from any gain or loss on the  underlying  transaction  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.

     VANGUARD INTERFUND LENDING PROGRAM.  The Commission has issued an exemptive
order  permitting  the Funds to  participate  in  Vanguard's  interfund  lending
program.  This program  allows the Vanguard  funds to borrow money from and loan
money to each other for temporary or emergency purposes.  The program is subject
to a number of conditions,  including the requirement that no fund may borrow or
lend money through the program unless it receives a more favorable interest rate
than is available from a typical bank for a comparable transaction. In addition,
a fund may  participate  in the  program  only if and to the  extent  that  such
participation  is  consistent  with the fund's  investment  objective  and other
investment policies.

     TEMPORARY  INVESTMENTS.  Each underlying fund in which the Funds invest 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
objective.

                             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
the Funds 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, PA 19482.




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

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

                                      B-8

<PAGE>

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).

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

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

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

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

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

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

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

     The Trustees and  officers of the Funds will receive no  remuneration  from
the Funds.  However,  the Trustees are also Trustees of The Vanguard Group, Inc.
(Vanguard)  and of the Funds'  underlying  investment  companies in The Vanguard
Group (the Vanguard funds). Each Vanguard fund pays its unaffiliated Trustees an
annual fee plus a proportionate  share of travel and other expenses  incurred in
attending Board  meetings.  The officers are paid by Vanguard which, in turn, is
reimbursed  by each  Vanguard  fund for its  proportionate  share  of  officers'
salaries and benefits.

THE VANGUARD GROUP

     GENERAL.  Each Fund is part of the Vanguard  family of mutual funds,  which
consists of more than 35 investment  companies with over 100 funds.  Each of the
Vanguard  funds  receives  at cost  from The  Vanguard  Group,  Inc.  (Vanguard)
virtually all of its  administrative  and distribution  services.  Vanguard also
provides  investment  advisory services at cost to certain Vanguard funds; other
Vanguard funds are advised by independent advisers unaffiliated with Vanguard.

     Vanguard  is jointly  owned by all of the  Vanguard  funds  except the STAR
Funds and one other  investment  company (the Member funds).  Each of the Member
funds contributes to Vanguard's capitalization, and pays its share of Vanguard's
expenses,  pursuant  to  formulas  determined  by the  Member  funds'  boards of
trustees.  The STAR  Funds are not  Member  funds  because  they  contribute  to
Vanguard's  capitalization and expenses  indirectly through ownership of certain
Vanguard funds. It is possible that, in the future, the Funds may become

                                      B-9

<PAGE>

Member funds, but this will only happen on terms that assure that the Funds will
not bear any duplicative capital contribution or expense allocation costs.

     SPECIAL  SERVICING  AGREEMENT.  The Funds and Vanguard  have entered into a
Special  Servicing  Agreement  under  which  Vanguard  provides  the Funds  with
administrative  and  distribution   services,   including  dividend  disbursing,
shareholder servicing, and transfer agency services. The Agreement provides that
the Funds pay Vanguard for the cost of providing  these  services,  and bear the
cost of services provided by outside parties, such as auditors,  custodians, and
outside legal counsel,  as well as taxes and other direct expenses of the Funds.
The Agreement further provides that the Funds' expenses will be offset, in whole
or in part, by  reimbursement  from Vanguard for (a)  contributions  made by the
Funds to the cost of operating the Vanguard funds in which the Funds invest, and
(b) certain  savings in  administrative  and  marketing  costs that  Vanguard is
expected to derive from the operation of the Funds. The Funds' Board of Trustees
believe  that the  reimbursements  to be made by Vanguard to the Funds should be
sufficient  to  offset  most  or all of the  expenses  incurred  by  each  Fund.
Therefore,  the Funds are  expected to operate at a very  low--or  zero--expense
ratio. For the fiscal year ended December 31, 1999, all of the Funds in fact had
expense  ratios of zero. Of course,  there is no guarantee that this will always
be the case.

     Although the Funds are  expected to operate at a zero  expense  ratio after
reimbursement,  they will bear  indirectly,  as  shareholders  of the underlying
Vanguard funds,  the costs associated with operating those funds. As of December
31, 1999,  it is estimated  that the indirect  expense ratio of the Funds was as
follows:  STAR Fund--[0.37%];  LifeStrategy Income  Fund--[0.29%];  LifeStrategy
Conservative Growth  Fund--[0.29%];  LifeStrategy Moderate Growth Fund--[0.29%];
LifeStrategy   Growth    Fund--[0.29%];    Total   International   Stock   Index
Fund--[0.34%].  Vanguard  Institutional  Developed  Foreign Markets and Vanguard
Developed  Foreign Markets Stock Index Funds did not commence  operations  until
May xx, 2000.

     CODE OF ETHICS.  Vanguard has adopted a Code of Ethics  designed to prevent
certain  officers  and  employees  of Vanguard  who may have access to nonpublic
information  about the trading  activities of Vanguard funds from profiting from
that  information.  The Code places  substantive and procedural  restrictions on
securities trades by Vanguard access persons and their immediate family members.
For example,  the Code requires that access persons receive advance approval for
every  securities  trade to ensure  that there is no  conflict  with the trading
activities of Vanguard  funds.  The provisions of Vanguard's  Code of Ethics are
similar to, and in many cases more restrictive than, those recommended by a blue
ribbon panel of mutual fund industry executives.

                          INVESTMENT ADVISORY SERVICES

     The Funds do not  employ an  investment  adviser.  The  allocation  of each
Fund's  assets among the  underlying  Vanguard  funds is made by officers of the
Funds pursuant to instructions of the Funds' Board of Trustees and in conformity
with each Fund's investment objective, strategies, and policies. The Declaration
of Trust  authorizes  the  Trustees  to retain  an  investment  adviser  if they
determine that such action is in the best interests of the  shareholders of each
Fund. The Trustees have no present intention to retain an investment adviser for
any of the Funds.  A Fund could not retain an investment  adviser  without first
obtaining shareholder approval.

     The Funds benefit from the  investment  advisory  services  provided to the
underlying Vanguard funds and, as shareholders of those funds, indirectly bear a
proportionate   share  of  those  funds'  advisory  fees.  The  following  is  a
description of the investment  advisory  agreements for each underlying Vanguard
fund.

                              VANGUARD WINDSOR FUND

     Vanguard  Windsor Fund employs a multimanager  approach,  using two primary
investment  advisers for the bulk of its assets and Vanguard's  Core  Management
Group to manage its cash reserves.

WELLINGTON MANAGEMENT COMPANY, LLP

     Wellington  Management  Company,  LLP  (Wellington  Management)  manages  a
portion of the assets of Vanguard  Windsor  Fund.  Windsor Fund pays  Wellington
Management a basic fee,  calculated by applying a quarterly  rate,  based on the
following  annual  percentage  rates,  to Windsor Fund's  average  month-end net
assets managed by Wellington Management for the quarter:

                                      B-10

<PAGE>

     NET ASSETS                              RATE
     ----------                              ----
     First $17.5 billion ................... 125%
     Assets in excess of $17.5 billion ..... 100%

     The basic fee may be  increased  or  decreased  by applying  an  adjustment
formula based on the investment performance of the assets of the fund managed by
Wellington Management for the thirty-six months preceding the end of the quarter
relative to the investment record of the Standard and Poor's 500 Composite Stock
Price Index (the S&P 500) for the same period.

     During the fiscal years ended  October 31, 1997,  1998,  and 1999,  Windsor
Fund incurred the following advisory fees owed to Wellington Management:

                                           1997          1998          1999
                                           ----          ----          ----
     Basic Fee                      $23,502,000   $24,971,000   $19,713,650
     Increase/(Decrease) for        (11,821,000)  (15,501,000)  (14,040,175)
       Performance Adjustment       ----------------------------------------
     Total                          $11,681,000   $ 9,470,000   $ 5,673,475
                                    ----------------------------------------
                                    ----------------------------------------

SANFORD C. BERNSTEIN & CO., INC.

     Sanford  C.  Bernstein  & Co.,  Inc.  (Bernstein)  manages a portion of the
assets of Vanguard  Windsor Fund. The fund pays Bernstein a basic fee at the end
of each of the fund's fiscal quarters,  calculated by applying a quarterly rate,
based on the following  annual  percentage  rates, to the average  month-end net
assets of the managed by Bernstein for the quarter:

     NET ASSETS                              RATE
     ----------                              ----
     First $1 billion .....................  .15%
     Next $2 billion ......................  .14%
     Next $2 billion ......................  .12%
     Assets in excess of $5 billion .......  .10%

     The basic fee may be  increased  or  decreased  by applying  an  adjustment
formula based on the investment performance of the assets of the fund managed by
Bernstein for the thirty-six months preceding the end of the quarter relative to
the investment record of the Russell 1000 Value Index for the same period.

     During the fiscal years ended  October 31, 1999,  Windsor Fund incurred the
following advisory fees owed to Bernstein:

                                                             1999
                                                             ----
     Basic Fee ....................................... $2,309,256
     Increase/(Decrease) for Performance Adjustment ..          0
                                                       ----------
     Total ........................................... $2,309,256
                                                       ----------
                                                       ----------

                          VANGUARD MORGAN GROWTH FUND

     Vanguard  Morgan Growth Fund employs three  separate  investment  advisers,
each of whom manages the investment and  reinvestment of a portion of the fund's
assets.

WELLINGTON MANAGEMENT COMPANY, LLP

     Morgan  Fund  employs  Wellington   Management  Company,   LLP  (Wellington
Management) under an investment  advisory agreement to manage the investment and
reinvestment of approximately xx% (as of December 31, 1999) of the fund's assets
and to continuously review, supervise, and administer the fund's

                                      B-11

<PAGE>

investment  program.   Wellington  Management  discharges  its  responsibilities
subject to the control of Morgan's officers and Trustees.

     Wellington Management is a Massachusetts limited liability partnership, and
the  following  persons  serve as managing  partners of  Wellington  Management:
Laurie A. Gabriel, Duncan M. McFarland,  and John R. Ryan. Wellington Management
and its predecessor  organizations have provided investment advisory services to
investment companies since 1928 and to investment counseling clients since 1960.

     Morgan  Fund  pays  Wellington  Management  a basic  fee at the end of each
fiscal quarter,  calculated by applying a quarterly rate, based on the following
annual  percentage  rates,  to the fund's  average  month-end net assets for the
quarter:

     NET ASSETS                              RATE
     ----------                              ----
     First $500 million ..................  .175%
     Next $500 million ...................  .100%
     Assets in excess of $1 billion ......  .075%

     The   basic  fee  may  be   increased   or   decreased   by   applying   an
incentive/penalty  fee based on the investment  performance of the fund's assets
managed by  Wellington  Management,  over a  36-month  period,  relative  to the
investment  record of a  benchmark  index  composed  of the  stocks  held in the
country's 50 largest growth stock mutual funds (the Growth Fund Stock Index).

     During the fiscal years ended  December 31, 1997,  1998,  and 1999,  Morgan
Fund incurred the following advisory fees owed to Wellington Management:

                                                   1997        1998        1999
                                                   ----        ----        ----
     Basic Fee ............................  $1,292,417  $1,541,922  $x,xxx,xxx
     Increase/(Decrease) for Performance
       Adjustment .........................     (63,493)     76,371      xx,xxx
                                             ----------------------------------
     Total ................................  $1,228,924  $1,618,293  $x,xxx,xxx
                                             ----------------------------------
                                             ----------------------------------

FRANKLIN PORTFOLIO ASSOCIATES LLC

     Morgan Fund employs Franklin  Portfolio  Associates LLC under an investment
advisory  agreement to manages the investment and  reinvestment of approximately
xx%  (as  of  December  31,  1999)  of the  fund's  assets.  Franklin  Portfolio
Associates  discharges  its  responsibilities  subject  to  the  control  of the
officers and Trustees of the fund.

     Franklin Portfolio Associates is a Massachusetts limited liability company.
The  shares  of  Franklin  Portfolio  Associates  are  owned by MBC  Investments
Corporation, a holding company of Mellon Bank Corporation.

     Morgan  Fund pays  Franklin  Portfolio  Associates  a basic fee by applying
various  percentage  rates to the  average  net  assets of the fund  managed  by
Franklin Portfolio Associates. The fee schedule is as follows:

NET ASSETS                                   RATE
- ----------                                   ----
First $100 million ........................  .25%
Next $200 million .........................  .20%
Next $200 million .........................  .15%
Next $500 million .........................  .10%
Next $4 billion ...........................  .08%
Assets in excess of $5 billion ............  .06%

     The   basic  fee  may  be   increased   or   decreased   by   applying   an
incentive/penalty  fee based on the investment  performance of the assets of the
fund managed by Franklin Portfolio Associates,  over a 36-month period, relative
to the investment record of the Growth Fund Stock Index.

                                      B-12

<PAGE>


     During the fiscal years ended October 31, 1997, 1998, and 1999, Morgan Fund
incurred the following advisory fees owed to Franklin Portfolio Associates:

                                                   1997        1998        1999
                                                   ----        ----        ----
     Basic Fee ............................  $1,310,220  $1,701,152  $x,xxx,xxx
     Increase/(Decrease) for Performance
       Adjustment .........................     571,862     383,794     xxx,xxx
                                             ----------------------------------
     Total ................................  $1,882,082  $2,084,946  $x,xxx,xxx
                                             ----------------------------------
                                             ----------------------------------

VANGUARD'S CORE MANAGEMENT GROUP

     Vanguard's Core Management Group provides  investment  advisory services on
an at-cost basis with respect to approximately xx% of Morgan Fund's assets as of
December 31, 1999.

     During the fiscal years ended  December 31, 1997,  1998,  and 1999,  Morgan
Fund incurred expenses for investment  advisory services provided by Vanguard in
the  following   approximate   amounts:   $219,000,   $317,000,   and  $xxx,xxx,
respectively.

                   VANGUARD GNMA AND LONG-TERM CORPORATE FUNDS

     Wellington  Management  Company,  LLP  (Wellington  Management)  serves  as
investment adviser to GNMA and Long-Term Corporate Funds. Each of the funds pays
Wellington  Management  an  investment  advisory  fee at the end of each  fiscal
quarter,  calculated by applying a quarterly  rate to the average  month-end net
assets of each fund.

                               VANGUARD GNMA FUND

     NET ASSETS                              RATE
     ----------                              ----
     First $3 billion ....................  .020%
     Next $3 billion .....................  .010%
     Assets in excess of $6 billion ......  .008%

                        VANGUARD LONG-TERM CORPORATE FUND

     NET ASSETS                              RATE
     ----------                              ----
     First $1 billion ....................  .040%
     Next $1 billion .....................  .030%
     Next $1 billion .....................  .020%
     Assets in excess of $3 billion ......  .015%

     During the fiscal years ended January 31, 1998,  1999,  and 2000,  GNMA and
Long-Term  Corporate  Funds paid  Wellington  Management the following  advisory
fees:

     FUND                                         1998        1999         2000
     ----                                         ----        ----         ----
     GNMA ................................  $1,067,000  $1,229,000   $x,xxx,000
                                            -----------------------------------
                                            -----------------------------------
     Long-Term Corporate .................    $963,000  $1,048,000   $x,xxx,000
                                            -----------------------------------
                                            -----------------------------------


                       VANGUARD SHORT-TERM CORPORATE FUND

     Vanguard  Short-Term   Corporate  Fund  receives  its  investment  advisory
services on an "internalized," at-cost basis from an investment management staff
employed  directly by Vanguard.  This staff,  Vanguard's  Fixed Income

                                      B-13

<PAGE>


Group, is supervised by the officers of the fund.  During the fiscal years ended
January 31, 1998,  1999,  and 2000,  the fund incurred  expenses for  investment
advisory  services  provided by Vanguard in the following  approximate  amounts:
$698,000, $671,000, and $xxx,000, respectively.

                               VANGUARD WINDSOR II

     Vanguard  Windsor II Fund employs a  multimanager  approach  utilizing four
investment  advisers,  each of whom manages the investment and reinvestment of a
portion of the fund's assets.

BARROW, HANLEY, MEWHINNEY & STRAUSS

     Windsor II Fund has entered  into an  investment  advisory  agreement  with
Barrow, Hanley,  Mewhinney & Strauss, Inc. (Barrow,  Hanley) to manage a portion
of the fund's equity assets  (approximately  64%, as of October 31, 1999). Under
this agreement,  Barrow,  Hanley manages the investment and  reinvestment of the
designated  assets and  continuously  reviews,  supervises,  and administers the
investment  program of the fund with  respect to those  assets.  Barrow,  Hanley
discharges  its  responsibilities  subject to the  control of the  officers  and
Trustees of the fund.

     Barrow Hanley is a Nevada corporation  controlled by the following officers
of Barrow Hanley:  James Purdy Barrow,  Principal;  Bryant Miller  Hanley,  Jr.,
President,  Secretary and Treasurer;  Richard Albert Englander,  Principal;  and
Joseph Ray Nixon, Principal.

     Windsor II Fund pays  Barrow,  Hanley a basic fee at the end of each fiscal
quarter,  calculated by applying a quarterly rate, based on the following annual
percentage  rates,  to the average  month-end  net assets of the fund managed by
Barrow, Hanley for the quarter:

     NET ASSETS                              RATE
     ----------                              ----
     First $200 million ..................  .300%
     Next $300 million ...................  .200%
     Next $500 million ...................  .150%
     Assets in excess of $1 billion ......  .125%

     The basic fee paid to Barrow,  Hanley, as provided above, will be increased
or  decreased  by  applying an  incentive/penalty  fee  adjustment  based on the
investment  performance of the assets of the fund managed by Barrow, Hanley over
a trailing  36-month period relative to that of the Standard & Poor's  500/BARRA
Value Index (the BARRA Value Index).  The BARRA Value Index  includes  stocks in
the Standard and Poor's 500 Composite  Stock Price Index with lower than average
ratios of market price to book value.  These types of stocks are often  referred
to as "value" stocks.

     During the fiscal years ended October 31, 1997, 1998, and 1999,  Windsor II
Fund incurred the following advisory fees owed to Barrow, Hanley:

                                                 1997         1998         1999
                                                 ----         ----         ----
     Basic Fee .........................  $16,925,953  $24,225,773  $27,518,622
     Increase/(Decrease) for
       Performance Adjustment ..........    2,495,021    3,887,915   (1,429,591)
                                          --------------------------------------
     Total .............................  $19,420,974  $28,113,688  $26,089,031
                                          --------------------------------------
                                          --------------------------------------

EQUINOX CAPITAL MANAGEMENT, INC.

     Windsor II Fund has entered  into an  investment  advisory  agreement  with
Equinox  Capital  Management,  Inc.  (Equinox) to manage a portion of the fund's
equity assets (approximately 14%, as of October 31, 1999). Under this agreement,
Equinox  manages the investment and  reinvestment  of the designated  assets and
continuously reviews,  supervises, and administers the investment program of the
fund with  respect to those  assets.  Equinox  discharges  its  responsibilities
subject to the control of the officers and Trustees of the fund.

                                      B-14

<PAGE>

     Equinox is a Delaware Limited Liability Company controlled by the following
officers of Equinox: Ronald J. Ulrich, Director and President; and Wendy D. Lee,
Managing Director.

     Windsor  II Fund pays  Equinox a basic fee by  applying a  quarterly  rate,
based on the following  annual  percentage  rates,  to the portion of the fund's
average month-end net assets managed by Equinox. The fee schedule is as follows:

     NET ASSETS                              RATE
     ----------                              ----
     First $400 million ..................  .200%
     Next $600 million ...................  .150%
     Next $1 billion .....................  .125%
     Assets in excess of $2 billion ......  .100%

     The basic fee paid to Equinox may be  increased or decreased by applying an
adjustment  formula based on the 36-month  investment  performance of the fund's
assets managed by Equinox relative to the investment  record of the Russell 1000
Value Index.

     During the fiscal years ended October 31, 1997, 1998, and 1999,  Windsor II
Fund incurred the following advisory fees owed to Equinox:

                                                   1997        1998        1999
                                                   ----        ----        ----
     Basic Fee ...........................   $2,791,342  $3,945,052  $4,992,060
     Increase/(Decrease) for Performance
       Adjustment ........................      408,295     868,234   1,788,014
                                             ----------------------------------
     Total ...............................   $3,199,637  $4,813,286  $6,780,074
                                             ----------------------------------
                                             ----------------------------------

TUKMAN

     Windsor II Fund has entered  into an  investment  advisory  agreement  with
Tukman  Capital  Management,  Inc.  (Tukman)  to manage a portion  of the fund's
equity assets (approximately 12%, as of October 31, 1999). Under this agreement,
Tukman  manages the  investment and  reinvestment  of the designated  assets and
continuously reviews,  supervises, and administers the investment program of the
fund with  respect  to those  assets.  Tukman  discharges  its  responsibilities
subject to the control of the officers and Trustees of the fund.

     Tukman is a Delaware  corporation  controlled by the following  Officers of
Tukman: Melvin T. Tukman,  President and Director, and Daniel L. Grossman,  Vice
President.

     Windsor II Fund pays Tukman a basic fee by applying a quarterly rate, based
on the following annual percentage rates, to the portion of Windsor II's average
month-end assets managed by Tukman:

     NET ASSETS                              RATE
     ----------                              ----
     First $25 million ....................  .40%
     Next $125 million ....................  .35%
     Next $350 million ....................  .25%
     Next $500 million ....................  .20%
     Assets in excess of $1 billion .......  .15%

     The basic fee paid to Tukman may be  increased  or decreased by applying an
incentive/penalty fee adjustment based on the 36-month investment performance of
the fund's assets  managed by Tukman  relative to the  investment  record of the
Standard & Poor's 500 Composite Stock Price Index.

     During the fiscal years ended October 31, 1997, 1998, and 1999,  Windsor II
Fund incurred the following advisory fees owed to Tukman:

                                      B-15

<PAGE>

                                                   1997        1998        1999
                                                   ----        ----        ----
     Basic Fee ...........................   $3,622,904  $5,126,168  $6,192,444
     Increase/(Decrease) for
       Performance Adjustment ............      785,658     992,760  (2,000,847)
                                             -----------------------------------
     Total ...............................   $4,408,562  $6,118,928  $4,191,597
                                             -----------------------------------
                                             -----------------------------------

VANGUARD'S CORE MANAGEMENT GROUP

     Vanguard's Core Management Group provides  investment  advisory services on
an  at-cost  basis  with  respect  to a portion  of  Windsor  II  Fund's  assets
(approximately  6%, as of October  31,  1999).  The Core  Management  Group also
provides  investment advisory services to several other Vanguard funds. The Core
Management Group is supervised by the officers of the fund.

     During the fiscal years ended October 31, 1997, 1998, and 1999,  Windsor II
Fund  incurred  expenses  for  investment  advisory  services  in the  following
approximate amounts: $196,000, $287,000, and $511,000, respectively.

                             VANGUARD EXPLORER FUND

     Vanguard  Explorer  Fund  employs  four  investment  advisers:   Wellington
Management Company,  LLP (Wellington  Management),  75 State Street,  Boston, MA
02109;  Granahan  Investment  Management,  Inc.  (Granahan),  275 Wyman  Street,
Waltham, MA 02154;  Chartwell  Investment Partners  (Chartwell),  1235 Westlakes
Drive,  Suite 330, Berwyn, PA 19312; and Vanguard's Core Management Group. Until
February 28, 1990, when Explorer  acquired the assets of Explorer II, Wellington
Management  was sole  investment  adviser  to  Explorer  (then  known  simply as
Explorer Fund),  and Granahan served as sole investment  adviser to Explorer II,
the acquired fund.

     The  proportion  of the net assets of Explorer  managed by each  adviser is
established  by the Board of  Trustees  of  Explorer,  and may be changed in the
future by the Board of Trustees as circumstances warrant.

WELLINGTON MANAGEMENT COMPANY, LLP

     Explorer has entered into an advisory agreement with Wellington  Management
under which Wellington  Management  manages the investment and reinvestment of a
portion  of  Explorer's  assets  and  continuously  reviews,   supervises,   and
administers  Explorer's  investment  program with respect to those assets. As of
October 31, 1999,  Wellington Management managed approximately 29% of Explorer's
equity  investments.   Wellington  Management  discharges  its  responsibilities
subject to the control of the officers and Trustees of Explorer.

     Explorer pays  Wellington  Management a basic fee at the end of each fiscal
quarter,  calculated by applying a quarterly rate, based on the following annual
percentage  rates,  to the portion of  Explorer's  average  month-end net assets
managed by Wellington Management for the quarter:

     NET ASSETS                              RATE
     ----------                              ----
     First $500 million ..................  .250%
     Next $250 million ...................  .200%
     Next $250 million ...................  .150%
     Assets in excess of $1 billion ......  .100%

     The basic fee paid to Wellington  Management  may be increased or decreased
by  applying  an  incentive/  penalty  fee  adjustment  based  on  the  36-month
investment  performance  of the fund's assets  managed by Wellington  Management
relative to the  investment  performance  of the Small Company Growth Fund Stock
Index.

     During the fiscal years ended October 31, 1997,  1998,  and 1999,  Explorer
Fund paid Wellington Management the following advisory fees:

                                      B-16

<PAGE>

                                                   1997        1998        1999
                                                   ----        ----        ----
     Basic Fee ...........................   $1,950,387  $1,647,928  $1,588,542
     Increase/(Decrease) for Performance
       Adjustment ........................      (89,408)   (288,253)    659,915
                                             ----------------------------------
     Total ...............................   $1,860,979  $1,359,675  $2,248,457
                                             ----------------------------------
                                             ----------------------------------

GRANAHAN INVESTMENT MANAGEMENT, INC.

     Granahan  Investment  Management,   Inc.  (Granahan)  serves  as  a  second
investment adviser to Explorer.  Under its advisory agreement,  Granahan manages
the  investment  and  reinvestment  of  a  portion  of  Explorer's   assets  and
continuously reviews,  supervises, and administers Explorer's investment program
with  respect  to  those  assets.  As of  October  31,  1999,  Granahan  managed
approximately  46% of Explorer's  equity  investments.  Granahan  discharges its
responsibilities  subject  to  the  control  of the  officers  and  Trustees  of
Explorer.

     Granahan is an investment advisory firm specializing in small company stock
investments.  Mr.  John  Granahan  is the  President  and major  stockholder  of
Granahan Investment Management, Inc.

     Explorer  pays  Granahan  a basic  fee at the end of each  fiscal  quarter,
calculated  by  applying  a  quarterly  rate,  based  on  the  following  annual
percentage  rates,  to the portion of  Explorer's  average  month-end net assets
managed by Granahan for the quarter:

     NET ASSETS                              RATE
     ----------                              ----
     First $500 million                     .300%
     Next $250 million                      .200%
     Next $250 million                      .150%
     Assets in excess of $1 billion         .100%

     The basic fee paid to Granahan may be increased or decreased by applying an
incentive/penalty  fee  adjustment  based on the  investment  performance of the
fund's  assets  managed by  Granahan  over a trailing  thirty-six  month  period
relative  to that of the Small  Company  Growth  Fund  Stock  Index for the same
period.

     During the fiscal years ended October 31, 1997,  1998,  and 1999,  Explorer
Fund paid Granahan the following advisory fees:

                                                   1997        1998         1999
                                                   ----        ----         ----
     Basic Fee ............................  $2,532,966  $2,508,538   $2,476,006
     Increase/(Decrease) for Performance
       Adjustment .........................    (242,952)   (479,000)           0
                                             -----------------------------------
     Total ................................  $2,290,014  $2,029,538   $2,476,006
                                             -----------------------------------
                                             -----------------------------------

CHARTWELL INVESTMENT PARTNERS

     Explorer has entered into an advisory  agreement with Chartwell  Investment
Partners   (Chartwell)   under  which  Chartwell   manages  the  investment  and
reinvestment  of a  portion  of  Explorer's  assets  and  continuously  reviews,
supervises,  and administers Explorer's investment program with respect to those
assets.  As  of  October  31,  1999,  Chartwell  managed  approximately  11%  of
Explorer's equity investments. Chartwell discharges its responsibilities subject
to the control of the officers and Trustees of the fund.

     Chartwell is an employee-owned  investment partnership providing equity and
fixed income management.  Edward N. Antoian, one of the firm's partners,  is the
portfolio manager for their small-capitalization growth products.

     For the  services  provided  by  Chartwell  under the  advisory  agreement,
Explorer  will pay  Chartwell  a basic  fee at the end of each  fiscal  quarter,
calculated  by  applying  a  quarterly  rate,  based  on  the  following  annual
percentage  rates,  to the average  month-end net assets of Explorer  managed by
Chartwell for the quarter:

                                      B-17

<PAGE>

     NET ASSETS                              RATE
     ----------                              ----
     First $250 million ..................  0.40%
     Next $250 million ...................  0.30%
     Assets in excess of $500 million ....  0.20%

     Effective  with the quarter ended July 31, 1998, the basic fee, as provided
above,  shall be increased or  decreased  by applying an  incentive/penalty  fee
adjustment  based  on the  36-month  investment  performance  of the  assets  of
Explorer  managed by Chartwell  relative to the  investment  performance  of the
Small  Company  Growth Fund Stock Index,  which is made up of stocks held by the
nation's 25 largest small company funds.

     For the period  August 1, 1997 to October 31,  1997,  and the fiscal  years
ended October 31, 1998 and 1999,  Explorer paid Chartwell the following advisory
fees:

                                          AUG. 1-OCT. 31
                                                    1997       1998         1999
                                                    ----       ----         ----
     Basic Fee ........................         $202,329   $952,259   $1,042,721
     Increase/(Decrease) for
       Performance Adjustment .........                0    (71,146)      70,879
                                          --------------------------------------
     Total ............................         $202,329   $881,113   $1,113,600
                                          --------------------------------------
                                          --------------------------------------

THE VANGUARD GROUP, INC.

     Vanguard's Core Management Group provides  investment  advisory services on
an at-cost basis with respect to  approximately  10% (as of October 31, 1999) of
Vanguard  Explorer  Fund's  assets,  and any  cash  reserves  held  by the  fund
(approximately 4%, as of October 31, 1999).  Vanguard's Core Management Group is
supervised by the officers of the funds.

     For the period  August 1, 1997 to October 31,  1997,  and the fiscal  years
ended  October 31, 1998 and 1999,  the fund  incurred  expenses  for  investment
advisory  services  provided by Vanguard in the following  approximate  amounts:
$2,000, $38,000, and $170,000, respectively.

                         VANGUARD U.S. GROWTH PORTFOLIO

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

     NET ASSETS                              RATE
     ----------                              ----
     First $25 million ...................  0.40%
     Next $125 million ...................  0.35%
     Next $350 million ...................  0.25%
     Next $500 million ...................  0.20%
     Next $1.5 billion ...................  0.15%
     Next $12.5 billion ..................  0.10%
     Assets in excess of $15 billion .....  0.08%

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

                                      B-18

<PAGE>

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

                             VANGUARD PRIMECAP FUND

     Vanguard PRIMECAP Fund employs PRIMECAP Management Company (PRIMECAP) under
an investment  advisory  agreement to manage the investment and  reinvestment of
the assets of the fund and to continuously review, supervise, and administer the
fund's investment program.  PRIMECAP discharges its responsibilities  subject to
the control of the officers and Trustees of the fund.

     PRIMECAP is a California  corporation whose outstanding shares are owned by
its  directors and officers.  The directors of the  corporation  and the offices
they currently hold are: Howard Bernard Schow,  Chairman;  Mitchell John Milias,
Vice Chairman and Treasurer;  Theofanis Anastasios  Kolokotrones,  President and
Secretary; and Joel P. Fried, Executive Vice President.

     The fund pays  PRIMECAP an advisory fee at the end of each fiscal  quarter,
calculated  by  applying  a  quarterly  rate,  based  on  the  following  annual
percentage rates, to the fund's average month-end net assets for the quarter:

     NET ASSETS                              RATE
     ----------                              ----
     First $50 million ...................  0.500%
     Next $200 million ...................  0.450%
     Next $250 million ...................  0.375%
     Next $1,750 million .................  0.250%
     Next $2,750 million .................  0.200%
     Next $5 billion .....................  0.175%
     Assets in excess of $10 billion .....  0.150%

     During the fiscal years ended  December 31, 1997,  1998, and 1999, the fund
incurred investment advisory fees of approximately $14,455,000, $20,669,000, and
$xx,xxx,xxx, respectively.

                        VANGUARD PRIME MONEY MARKET FUND

     Vanguard's Fixed Income Group provides  investment  advisory services on an
at-cost basis to Vanguard Prime Money Market Fund.

     During the fiscal years ended November 30, 1997,  1998, and 1999,  Vanguard
Prime Money  Market  Fund's share of  Vanguard's  investment  advisory  expenses
totaled approximately $3,782,000, $3,811,000, and $x,xxx,xxx, respectively.

                         VANGUARD ASSET ALLOCATION FUND

     Vanguard  Asset   Allocation   Fund  employs   Mellon  Capital   Management
Corporation  (Mellon),  595 Market St., 30th Floor,  San Francisco,  California,
94105,  under an  investment  advisory  agreement to manage the  investment  and
reinvestment  of the assets of the fund and to continuously  review,  supervise,
and   administer  the  fund's   investment   program.   Mellon   discharges  its
responsibilities  subject to the  control of the  officers  and  Trustees of the
fund.

     Mellon is an  investment  management  firm which  manages well  diversified
stock  and  bond  portfolios  for  institutional   clients.  The  Adviser  is  a
wholly-owned  subsidiary  of  MBC  Investment  Corporation,  which  itself  is a
wholly-owned subsidiary of Mellon Financial Corporation.

     Asset  Allocation  Fund pays  Mellon a basic fee at the end of each  fiscal
quarter,  calculated by applying a quarterly rate, based on the following annual
percentage rates, to the fund's average month-end net assets for the quarter:

                                      B-19

<PAGE>

     NET ASSETS                              RATE
     ----------                              ----
     First $100 million ..................  0.200%
     Next $900 million ...................  0.150%
     Next $500 million ...................  0.125%
     Assets in excess of $1.5 billion ....  0.100%

     This fee may be increased or  decreased by applying an  adjustment  formula
based on the cumulative  investment  performance of the fund's portfolio for the
thirty-six  months  preceding the end of the quarter  relative to the investment
record of a Combined Index for the same period.  The Combined Index is comprised
of the Standard & Poor's 500 Composite  Price Index (65% of the Combined  Index)
and the Lehman  Brothers  Long-Term  U.S.  Treasury  Index (35% of the  Combined
Index).

     During the fiscal years ended September 30, 1997,  1998, and 1999, the fund
incurred investment advisory fees as follows:

                                                 1997         1998         1999
                                                 ----         ----         ----
     Basic Fee                             $3,723,000   $5,466,000   $8,336,000
     Increase/(Decrease) for
       Performance Adjustment. . .           (921,000)  (1,404,000)  (1,564,000)
                                           -------------------------------------
     Total                                 $2,802,000   $4,062,000   $6,772,000
                                           -------------------------------------
                                           -------------------------------------

         VANGUARD TOTAL STOCK MARKET INDEX FUND, VANGUARD EUROPEAN STOCK
                 INDEX FUND, VANGUARD PACIFIC STOCK INDEX FUND,
               AND VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

     Vanguard Total Stock Market,  European Stock, and Pacific Stock Index Funds
receive their investment  advisory  services on an at-cost basis from Vanguard's
Core Management Group. Vanguard Total International Fund invests solely in other
Vanguard  funds and  therefore  does not  employ an  investment  adviser  or pay
advisory fees.  However,  Total International Stock Index Fund benefits from the
investment  advisory  services  provided by Vanguard to the underlying  funds in
which it invests.

     During the fiscal years ended December 31, 1997,  1998, and 1999, the Funds
incurred  expenses  for  investment   advisory  services  of  approximately  the
following amounts:

     FUND                                       1997     1998     1999
     ----                                       ----     ----     ----
     European Stock Index Fund ............  $23,000  $47,000  $xx,000
     Pacific Stock Index Fund .............   23,000   47,000   xx,000
     Total Stock Market Index Fund ........   56,000   82,000   xx,000

                             PORTFOLIO TRANSACTIONS

     Each  Fund  will  purchase  and  sell  the  principal  portion  of its Fund
securities (i.e.,  shares of the underlying  Vanguard funds) by dealing directly
with the  issuer--the  underlying  funds.  As such, the Funds incur no brokerage
commissions.

                               PURCHASE OF SHARES

     The  purchase  price of shares of the  Funds is the net  asset  value  next
determined after the order is received.  The net asset value is calculated as of
the close of the New York Stock Exchange (generally 4 p.m. Eastern time) on each
day the  Exchange  is open for  business  and on any other day on which there is
sufficient trading in each Fund's underlying securities to materially affect its
net asset value per share.  An order received prior to the close of the Exchange
will be  executed at the price  computed  on the date of  receipt;  and an order
received  after the close of the Exchange will be executed at the price computed
on the next day the Exchange is open.

                                      B-20

<PAGE>


     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 Fund's shares.

     To assure  that each Fund  continues  to operate in the manner set forth in
its Prospectus,  including the desired composition of shareholder investments in
the Fund,  the officers of the Funds will monitor and report to the Trustees the
composition of the Funds'  shareholder  base. The Funds' shares will be marketed
to tax-advantaged and other retirement accounts.  The officers will recommend to
the Trustees any action they deem  necessary to assure that  investments  in the
Funds do not become inconsistent with the policies applicable to the Funds. This
could include recommendations to limit sales to specific categories of investors
or to revise the suitability standards for investors.

     A 0.50%  portfolio  transaction  fee is deducted  from  purchases  of Total
International,  Institutional  Developed Foreign Markets,  and Developed Foreign
Markets  Stock  Index  Funds,  including  any  purchases  made  by the  Vanguard
LifeStrategy  Funds.  Portfolio  transaction  fees are  retained by the Funds in
order to offset  transaction  costs of buying  international  securities  in the
Vanguard European,  Pacific,  and Emerging Markets Stock Index Funds. The fee is
not a sales charge.

                              REDEMPTION OF SHARES

     Each Fund may suspend redemption privileges or postpone the date of payment
(i) during any period that the New York Stock Exchange is closed,  or trading on
the Exchange is  restricted as  determined  by the  Commission,  (ii) during any
period when an emergency  exists as defined by the rules of the  Commission as a
result of which it is not  reasonably  practicable  for the Fund to  dispose  of
securities  owned by it, or fairly to  determine  the value of its  assets,  and
(iii) for such other periods as the Commission may permit.

     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.

     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  the  Funds'  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 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.

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

                                  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  (generally  4:00 p.m.  Eastern time) on each day
that the Exchange is open for trading.  This determination is made by appraising
each Fund's underlying  investment (i.e., the underlying  Vanguard funds) at the
price of each such fund determined at the regular close of the Exchange.

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

                                      B-21

<PAGE>

                             YIELD AND TOTAL RETURN

     The yield of each Fund for the 30-day period ended December 31, 1999 was as
follows:

     LifeStrategy Conservative Growth ............  x.xx%
     LifeStrategy Growth .........................  x.xx%
     LifeStrategy Income .........................  x.xx%
     LifeStrategy Moderate Growth ................  x.xx%
     STAR ........................................  x.xx%




AVERAGE ANNUAL TOTAL RETURN

     Average annual total return is the average annual compounded rate of return
for the periods of one year, five years,  ten years or the life of the Fund, all
ended on the last day of a recent month.  Average annual total return quotations
will  reflect  changes  in the price of the Fund's  shares  and assume  that all
dividends and capital gains  distributions  during the  respective  periods were
reinvested in Fund shares.

     Average  annual total return is  calculated  by finding the average  annual
compounded  rates of  return of a  hypothetical  investment  over  such  periods
according  to the  following  formula  (average  annual  total  return  is  then
expressed as a percentage):

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

     Where:

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

AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION

     We calculate the Fund's  average annual  after-tax  total return by finding
the  average  annual  compounded  rate of return  over the 1-, 5-,  and  10-year
periods 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

                                      B-22

<PAGE>

     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

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

     Vanguard may use reprinted material  discussing The Vanguard Group, Inc. or
any of the member funds of The Vanguard Group of Investment Companies.

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

GROWTH FUND STOCK INDEX--The Index is composed of the various common stocks that
are held in the 50 largest  growth stock mutual funds,  using  year-end  assets,
monitored by  Morningstar,  Inc. Under an agreement with Vanguard  Morgan Growth
Fund,  Morningstar,  Inc.  determines  the  composition  of the Index and Vestek
Systems  calculates the monthly total return.  Neither The Vanguard Group, Inc.,
nor its advisers are affiliated with Morningstar or Vestek Systems in any way.

SMALL  COMPANY  GROWTH  FUND STOCK  INDEX--The  Index is composed of the various
domestic  common  stocks  that are held in the 25 largest  small  company  stock
mutual funds,  using year-end  assets,  monitored by Morningstar,  Inc. Under an
agreement  with  Vanguard  Explorer  Fund,  Morningstar,   Inc.  determines  the
composition of the Index and Vestek Systems calculates the monthly total return.
Neither  The  Vanguard  Group,  Inc.,  nor  its  advisers  are  affiliated  with
Morningstar or Vestek Systems in any way.


                                      B-23

<PAGE>

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  AND  POOR'S  500/BARRA  VALUE  INDEX--consists  of the  stocks  in the
Standard  and Poor's 500  Composite  Stock Price Index (S&P 500) with the lowest
price-to-book  ratios,  comprising 50% of the market  capitalization  of the S&P
500.

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

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

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

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

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

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

MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA,  FAR EAST 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.

MORGAN STANLEY CAPITAL INTERNATIONAL EMERGING MARKETS FREE INDEX--an arithmetic,
market  value-weighted  average of the  performance of securities  listed on the
stock exchanges of twenty-two developing countries.

MORGAN STANLEY  CAPITAL  INTERNATIONAL  EUROPE,  AUSTRALASIA,  FAR EAST + SELECT
EMERGING MARKETS FREE INDEX--an arithmetic, market value-weighted average of the
performance of securities listed on the stock markets of Europe,  Australia, the
Far East and fifteen developing countries.

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

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

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

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

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

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

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

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

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

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

                                      B-24

<PAGE>

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

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

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

LEHMAN  BROTHERS  AGGREGATE BOND INDEX--is a market weighted index that contains
individually priced U.S. Treasury,  agency, corporate, and mortgage pass-through
securities  corporate rated 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 BBB- or better with  maturities  greater  than ten years.  The
index has a market value of over $1.1 trillion.

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

IBBOTSON ASSOCIATES YEARBOOK--various mutual fund performance data.

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 CAP 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.

                              FINANCIAL STATEMENTS

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


                                      B-25

<PAGE>


                                                               SAI056-04/28/2000


<PAGE>

                                     PART C

                               VANGUARD STAR 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)    Not Applicable
(e)    Not Applicable
(f)    Reference is made to the section entitled "Management of the Funds" in
       the Registrant's Statement of Additional Information
(g)    Custodian Agreements**
(h)    Special Servicing Agreement**
(i)    Legal Opinion**
(j)    Consent of Independent Accountants*
(k)    Not Applicable
(l)    Not Applicable
(m)    Not Applicable
(n)    Not Applicable
(o)    Not Applicable

  --------------------------
  * To be Filed by Amendment
 ** 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

The Funds have no Investment Adviser.

ITEM 27. PRINCIPAL UNDERWRITERS

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

                                      C-1
<PAGE>


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.,  Valley Forge,  Pennsylvania  19482; and the Registrant's
Custodians, First Union National Bank, Philadelphia, Pennsylvania 19106, and The
Chase Manhattan Bank, 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  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 1st day of March, 2000.


                                                      VANGUARD STAR 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      March 1, 2000
   ---------------------------  Executive Officer, and Trustee
       (Heidi Stam)
      John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
     JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
      Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*


By:/S/ ALFRED M. RANKIN, JR.  Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
     Alfred M. Rankin, Jr.*


By:/S/ JOHN C. SAWHILL        Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
      John C. Sawhill*


By:/S/ JAMES O. WELCH, JR.    Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
     James O. Welch, Jr.*


By:/S/ J. LAWRENCE WILSON     Trustee                         March 1, 2000
   ---------------------------
       (Heidi Stam)
     J. Lawrence Wilson*


By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         March 1, 2000
   ---------------------------  Financial Officer and
       (Heidi Stam)             Principal Accounting Officer
      Thomas J. Higgins*


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

<PAGE>


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