VANGUARD STAR FUND
497, 2000-05-03
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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


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


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


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<PAGE>



                                                    VANGUARD
                                                    STAR(TM) FUND

                                                    Prospectus
                                                    April 28, 2000

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


                                                    [THE VANGUARD GROUP(R) LOGO]
<PAGE>

VANGUARD(R) STAR(TM) FUND
Prospectus
April 28, 2000

A Balanced Mutual Fund

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    CONTENTS
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  1 FUND PROFILE                           15 FINANCIAL HIGHLIGHTS

  3 ADDITIONAL INFORMATION                 17 INVESTING WITH VANGUARD

  4 A WORD ABOUT RISK                         17 Services and Account Features

  4 WHO SHOULD INVEST                         18 Types of Accounts

  5 PRIMARY INVESTMENT STRATEGIES             19 Buying Shares

 11 THE FUND AND VANGUARD                     21 Redeeming Shares

 12 INVESTMENT ADVISER                        24 Transferring Registration

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

 15 SHARE PRICE                            GLOSSARY (inside back cover)
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WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus  explains the objective,  risks, and strategies of Vanguard STAR
Fund. To highlight  terms and concepts  important to mutual fund  investors,  we
have provided "Plain Talk(R)" explanations along the way. Reading the prospectus
will help you to decide  whether  the Fund is the right  investment  for you. We
suggest that you keep it for future reference.
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NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

1

FUND PROFILE

The following profile summarizes key features of Vanguard STAR Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital growth and income.

INVESTMENT STRATEGIES
As a "fund of funds," STAR Fund invests in a diversified group of other Vanguard
mutual funds, rather than in individual securities.  The Fund follows a balanced
investment approach by placing 60% to 70% of its assets in common stocks through
six stock funds;  20% to 30% of its assets in bonds through two bond funds;  and
10% to 20% of its assets in short-term  reserves  through a short-term bond fund
and a money  market  fund.  Through  the  underlying  funds,  STAR  Fund  owns a
diversified  mix of stocks (with  emphasis on large-cap  value stocks) and bonds
(primarily   short-  and   long-term   investment-grade   corporate   bonds  and
intermediate-term GNMA mortgage-backed bonds).

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an investor to lose money. However, because stock and bond prices can move
in different  directions or in different amounts, the Fund's bond and short-term
reserve holdings may counteract some of the volatility experienced by the Fund's
stock holdings. The Fund's balanced portfolio, in the long run, should result in
less  investment  risk--but  a  lower  investment  return--than  that  of a fund
investing  exclusively  in common stocks.
- -    Stock risks  include:  stock  market  risk,  which is the chance that stock
     prices  in  general  will  decline  over  short or even long  periods;  and
     investment  style  risk,  which is the chance that  returns  from the stock
     market   segments   in   which   the   Fund   is  most   heavily   weighted
     (large-capitalization  and  value  stocks)  may  underperform  other  asset
     classes or the overall stock market.
- -    Bond  risks  include:  interest  rate risk,  which is the chance  that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  credit risk,  which is the chance that a bond issuer will
     fail to pay interest and principal in a timely manner; and  call/prepayment
     risk,  which is the chance that during periods of falling interest rates, a
     bond issuer will repay a  higher-yielding  bond before its  maturity  date,
     forcing the Fund to reinvest the  unanticipated  proceeds at lower interest
     rates.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection by the investment  advisers of the underlying funds will
     cause  the  Fund  to  underperform  other  funds  with  similar  investment
     objectives.  For additional  information on investment  risks,  see PRIMARY
     INVESTMENT STRATEGIES.

<PAGE>

2

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

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1990          -3.62%
                              1991          24.18%
                              1992          10.51%
                              1993          10.88%
                              1994          -0.21%
                              1995          28.64%
                              1996          16.11%
                              1997          21.15%
                              1998          12.38%
                              1999           7.13%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 12.30%  (quarter  ended March 31, 1991) and the lowest  return for a
quarter was -10.71% (quarter ended September 30, 1990).

     -------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
     -------------------------------------------------------------------------
                                       1 YEAR       5 YEARS        10 YEARS
     -------------------------------------------------------------------------
     Vanguard STAR Fund                 7.13%        16.85%         12.29%
     Wilshire 5000 Total Market Index  23.77         27.11          17.61
     Lehman Brothers Aggregate
      Bond Index                       -0.82          7.73           7.70
     STAR Lipper Composite*            15.82         16.33          12.12
     -------------------------------------------------------------------------
     *Weighted 62.5% Lipper General Equity, 25% Lipper Fixed Income, and
      12.5% Lipper Money Market.
     -------------------------------------------------------------------------

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

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

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

    +Although STAR 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 FUND AND  VANGUARD.  The  Fund's
     indirect expense ratio, based on its investments in the underlying Vanguard
     funds, was 0.36% as of December 31, 1999.

<PAGE>

3

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, and that operating  expenses of the Fund and its underlying funds 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
- -------------------------------------------------
    $37        $116       $203          $457
- -------------------------------------------------

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

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                               PLAIN TALK ABOUT
                            THE COSTS OF INVESTING

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

DIVIDENDS AND CAPITAL GAINS               SUITABLE FOR IRAS
Dividends are  distributed in June        Yes
and December; capital gains, if any,
are distributed annually in December      MINIMUM INITIAL INVESTMENT
                                          $1,000
INVESTMENT ADVISER
The Fund does not employ an investment    NEWSPAPER  ABBREVIATION
adviser, but benefits from the            STAR
investment advisory services provided
to the underlying Vanguard funds in       VANGUARD FUND NUMBER
which it invests                          056

INCEPTION DATE                            CUSIP NUMBER
March 29, 1985                            921909107

NET ASSETS AS OF DECEMBER 31, 1999        TICKER SYMBOL
$8.1 billion                              VGSTX
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<PAGE>

4

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

The Fund may be a suitable investment for you if:
- -    You wish to add a balanced  fund to your  existing  holdings,  which  could
     include   other   stock   and   bond--as   well   as   money   market   and
     tax-exempt--investments.
- -    You are seeking  growth of your capital over the long  term--at  least five
     years--without taking undue risk.
- -    You are seeking moderate current income.

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                               PLAIN TALK ABOUT
                            COSTS AND MARKET-TIMING

Some   investors  try  to  profit  from   market-timing--switching   money  into
investments  when they  expect  prices to rise,  and taking  money out when they
expect  the  market  to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the Fund  discourages  short-term  trading by,  among other  things,
limiting the number of exchanges it permits.
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     THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING.  DO NOT INVEST IN THIS FUND
IF YOU ARE A MARKET-TIMER.

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

<PAGE>

5

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                               PLAIN TALK ABOUT
                                BALANCED FUNDS

Balanced  funds are  generally  "middle  of the road"  investments  that seek to
provide some  combination  of growth,  income,  and  conservation  of capital by
investing in a mix of stocks,  bonds, and/or money market  instruments.  Because
the prices of stocks  and bonds  often move in  different  directions,  balanced
funds are able to use  rewards  from one type of  investment  to help offset the
risks from another.
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PRIMARY INVESTMENT STRATEGIES

This section  explains how the Fund pursues its objective,  long-term  growth of
capital and income.  The Fund's Board of Trustees oversees the management of the
Fund, and may change the investment  strategies in the interest of shareholders.
In addition,  this section  discusses several important risks faced by investors
in the Fund.

MARKET EXPOSURE

STOCKS
Through  six  underlying  Vanguard  funds,  STAR Fund  invests 60% to 70% of its
assets in common stocks. The Fund's indirect investment in stocks is designed to
provide long-term capital growth and some income. The underlying stock funds are
described on page 9.

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

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

- ------------------------------------------------------
       U.S. STOCK MARKET RETURNS (1926-1999)
- ------------------------------------------------------
                 1 YEAR  5 YEARS  10 YEARS   20 YEARS
- ------------------------------------------------------
Best              54.2%   28.6%     19.9%      17.9%
Worst            -43.1   -12.4      -0.9        3.1
Average           13.2    11.0      11.1       11.1
- ------------------------------------------------------

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

<PAGE>

6

     Because  stock  and bond  prices  can move in  different  directions  or in
different  amounts,  the Fund's bond and money market fund  holdings may help to
dampen--but  will not  eliminate--the  volatility  experienced  by the Fund as a
result of its stock fund holdings.  The Fund's balanced  portfolio,  in the long
run, should result in less investment risk--and a lower investment  return--than
a fund investing exclusively in common stocks.

[FLAG]THE FUND IS SUBJECT TO  INVESTMENT-STYLE  RISK,  WHICH IS THE CHANCE  THAT
     RETURNS  FROM THE STOCK  MARKET  SEGMENTS IN WHICH THE FUND IS MOST HEAVILY
     WEIGHTED MAY UNDERPERFORM OTHER ASSET CLASSES OR THE OVERALL STOCK MARKET.

 Through its share ownership of the underlying stock funds, STAR Fund indirectly
owns a  diversified  mixture  of common  stocks.  Although  its  indirect  stock
holdings  are  predominantly  large-cap,  the Fund has  significant  exposure to
mid-cap  stocks and some  exposure to small-cap  stocks.  Mid-cap and  small-cap
stocks tend to be more volatile than large-cap stocks. The Fund's indirect stock
holdings are  predominantly  value-oriented,  although the Fund has  significant
exposure to growth stocks.

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                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

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

BONDS
Through two underlying  Vanguard funds,  STAR Fund invests roughly 20% to 30% of
its assets in bonds, predominantly intermediate- and long-term bonds. The Fund's
indirect  investment  in bonds is  designed  to  provide a high level of current
income with less price  volatility than would be expected from the stock portion
of its holdings. The underlying bond funds are described on pages 9 and 10.

[FLAG]THE FUND IS SUBJECT TO INTEREST  RATE RISK,  WHICH IS THE CHANCE THAT BOND
     PRICES  OVERALL  WILL DECLINE OVER SHORT OR EVEN LONG PERIODS DUE TO RISING
     INTEREST RATES.  INTEREST RATE RISK IS MODEST FOR  SHORTER-TERM  BOND FUNDS
     AND HIGHER FOR LONGER-TERM BOND FUNDS.

     Although  bonds are often thought to be less risky than stocks,  there have
been periods when bond prices have fallen  significantly  due to rising interest
rates.  For  instance,  prices of  long-term  bonds fell by almost  48%  between
December 1976 and September 1981.
     To illustrate the relationship  between bond prices and interest rates, the
following  table shows the effect of a 1% and a 2% change  (both up and down) in
interest rates on three bonds of different maturities, each with a face value of
$1,000.

<PAGE>

7

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                    HOW INTEREST RATE CHANGES AFFECT THE
                           VALUE OF A $1,000 BOND*
- -------------------------------------------------------------------------------
                           AFTER A 1%   AFTER A 1%   AFTER A 2%    AFTER A 2%
TYPE OF BOND (MATURITY)     INCREASE     DECREASE     INCREASE      DECREASE
- -------------------------------------------------------------------------------
Short-Term (2.5 years)        $978        $1,023        $956         $1,046
Intermediate-Term (10 years)   932         1,074         870          1,156
Long-Term (20 years)           901         1,116         816          1,251
- -------------------------------------------------------------------------------

     These  figures are intended only to  illustrate  interest  rate risk;  they
should not be regarded as an indication  of future  returns from the bond market
as a whole, or STAR Fund in particular.  Also, changes in interest rates may not
have as  dramatic an effect on the Fund as they would on a fund made up entirely
of bonds.

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                               PLAIN TALK ABOUT
                           BONDS AND INTEREST RATES

As a rule,  when  interest  rates rise,  bond prices fall.  The opposite is also
true:  Bond  prices go up when  interest  rates  fall.  Why do bond  prices  and
interest  rates move in opposite  directions?  Let's assume that you hold a bond
offering a 5% yield. A year later,  interest rates are on the rise and bonds are
offered with a 6% yield. With  higher-yielding  bonds available,  you would have
trouble selling your 5% bond for the price you  paid--causing  you to lower your
asking  price.  On the other hand,  if interest  rates were falling and 4% bonds
were  being  offered,  you should be able to sell your 5% bond for more than you
paid.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                BOND MATURITIES

A bond is issued with a specific maturity date--the date when the bond's issuer,
or seller,  must pay back the bond's  initial value (known as its "face value").
Bond maturities generally range from less than one year (short-term) to 30 years
(long-term).  The  longer  a  bond's  maturity,  the more  risk  you,  as a bond
investor,  face as interest  rates  rise--but  also the more  interest you could
receive. Long-term bonds are more suitable for investors willing to take greater
risks in hope of higher yields;  short-term bond investors  should be willing to
accept  lower  yields  in  return  for less  fluctuation  in the  value of their
investment.
- --------------------------------------------------------------------------------

[FLAG]THE FUND IS SUBJECT TO CREDIT RISK, WHICH IS THE CHANCE THAT A BOND ISSUER
     WILL FAIL TO PAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.

     Since the underlying  Vanguard bond funds invest  primarily in high-quality
obligations, credit risk is relatively low.

<PAGE>

8

[FLAG]THE FUND IS ALSO SUBJECT TO CALL RISK (IN THE CASE OF CORPORATE BONDS) AND
     PREPAYMENT RISK (IN THE CASE OF MORTGAGE-BACKED BONDS). THERE IS THE CHANCE
     THAT DURING  PERIODS OF FALLING  INTEREST  RATES A BOND ISSUER WILL REPAY A
     HIGHER-YIELDING  BOND BEFORE ITS  MATURITY  DATE.  FORCED TO  REINVEST  THE
     UNANTICIPATED PROCEEDS AT LOWER INTEREST RATES, THE FUND WOULD EXPERIENCE A
     DECLINE  IN  INCOME  AND  LOSE  THE   OPPORTUNITY   FOR  ADDITIONAL   PRICE
     APPRECIATION ASSOCIATED WITH FALLING RATES.

SHORT-TERM RESERVES
Through two underlying  Vanguard funds,  STAR Fund invests roughly 10% to 20% of
its assets in short-term  reserves.  These reserves consist of  investment-grade
short-term bonds and high quality money market instruments, including commercial
paper and repurchase agreements.  From this investment, the Fund seeks to obtain
current income and to moderate the overall volatility of the Fund.
     The Fund's short-term  reserves are subject to a high level of income risk,
which is the chance that  dividends  will decline if short-term  interest  rates
fall,  and a low level of credit  risk,  which is the chance that an issuer of a
money  market  instrument  or  short-term  bond  will  fail to pay  interest  or
principal  in a timely  manner.  Because  the Fund does not  invest  heavily  in
short-term reserves, however, both income risk and credit risk to STAR Fund will
be low.

SECURITY SELECTION
Vanguard  STAR Fund is a "fund of  funds,"  which  means  that it  achieves  its
objective  by investing  in a  combination  of other mutual funds rather than in
individual securities.
     Decisions  about how to allocate  STAR Fund's  assets among the three asset
classes (stocks,  bonds, and short-term reserves) and among the underlying funds
are made by the Trustees of the Fund. Generally,  the Fund invests 60% to 70% of
its  assets  in  stock  funds,  20% to 30% in  bond  funds,  and 10% to 20% in a
short-term bond fund and a money market fund. While these  allocations may shift
from time to time,  stocks  can be  expected  to  represent  at least 60% of the
Fund's  holdings at any given time.  Within any given asset class,  Vanguard may
increase or decrease the percentage of assets  invested in any  particular  fund
without advance notice to shareholders.

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

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

     The  underlying  Vanguard  funds  are  run  by  their  investment  advisers
according to traditional  methods of active  investment  management.  This means
that securities are

<PAGE>

9

bought and sold according to the advisers'  judgments  about companies and their
financial  prospects,  about issuers of bonds and money market instruments,  and
about the general level of interest rates.
     The Fund is generally managed without regard to tax ramifications.

STOCKS
STAR Fund invests in the following stock funds, in approximately the percentages
indicated:

1. Vanguard Windsor II Fund (23%)
2. Vanguard Windsor Fund (16%)
3. Vanguard Explorer Fund (7%)
4. Vanguard PRIMECAP Fund (7%)
5. Vanguard Morgan Growth Fund (5%)
6. Vanguard U.S. Growth Fund (5%)

     Vanguard Windsor Fund and Vanguard Windsor II Fund are value-oriented stock
funds,  chosen  primarily for their potential for long-term  capital growth,  as
well as for their current income-producing capabilities.  They work toward these
goals by investing in large- and medium-size  companies believed by the advisers
to be undervalued when purchased.  These stocks  typically--but not always--have
lower-than-average   price/earnings  ratios  and  higher-than-average   dividend
yields.
     Vanguard  Explorer Fund is an aggressive  growth fund and Vanguard PRIMECAP
Fund,  Vanguard  Morgan Growth Fund,  and Vanguard  U.S.  Growth Fund are growth
funds.  These funds are held by STAR Fund primarily to provide long-term capital
growth. They work in different ways to achieve this goal.
- -    Vanguard  Explorer  Fund invests in common  stocks of small U.S.  companies
     which, in the advisers' opinion, have above-average prospects for growth.
- -    Vanguard  PRIMECAP Fund invests in common stocks that the adviser  believes
     have  above-average  prospects for continued  growth.  The fund's portfolio
     consists predominately of large-cap and mid-cap stocks.
- -    Vanguard  Morgan Growth Fund invests  mainly in the common stocks of large-
     and  medium-size  domestic  companies  whose revenues  and/or  earnings are
     expected to grow  faster  than those of the average  company in the market.
     The fund also invests in common  stocks of smaller  companies  with similar
     characteristics.
- -    Vanguard U.S. Growth Fund invests in common stocks of large,  seasoned U.S.
     companies  that have past records of growth and, in the adviser's  opinion,
     above-average prospects for continued growth.

     Although  there are no present  plans to do so, the Fund also is authorized
to invest in Vanguard 500 Index Fund,  which tracks the  performance  of the S&P
500 Index.

BONDS

STAR Fund invests in two bond funds, in approximately the percentages indicated:
1. Vanguard GNMA Fund (13%)
2. Vanguard Long-Term Corporate Fund (12%)

     Both bond funds seek to  provide a high and  stable  level of income.  They
work toward this goal, however, in different ways:
- -    Vanguard   GNMA  Fund   invests  at  least  80%  of  its  total  assets  in
     mortgage-backed   bonds  issued  by  the   Government   National   Mortgage
     Association.  The  bonds  offer  a  U.S.  government  guarantee  of  timely
     principal and interest payments, along with income that

<PAGE>

10

     usually exceeds that of comparable  U.S.  Treasury  securities.  The fund's
     effective dollar-weighted average maturity depends on homeowner prepayments
     of the underlying mortgages, but normally falls within an intermediate-term
     range (5 to 10 years).
- -    Vanguard  Long-Term  Corporate  Fund  invests  in a  diversified  group  of
     investment-grade  corporate  bonds--that  is, bonds issued by  corporations
     that are rated at least Baa by Moody's Investors  Service,  Inc., or BBB by
     Standard & Poor's Corporation. The fund maintains a dollar-weighted average
     maturity of 15 to 25 years.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                TYPES OF BONDS

Bonds are issued (sold) by many sources: Corporations issue corporate bonds; the
federal  government  issues  U.S.  Treasury  bonds;   agencies  of  the  federal
government  issue agency bonds;  and mortgage  holders  issue  "mortgage-backed"
pass-through  certificates  such as  those  issued  by the  Government  National
Mortgage  Association  (GNMAs).  Each issuer is responsible  for paying back the
bond's initial value as well as making periodic interest payments.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                CREDIT QUALITY

A bond's credit quality  depends on the issuer's  ability to pay interest on the
bond and,  ultimately,  to repay the  debt.  The lower the  rating by one of the
independent  bond-rating  agencies (for example,  Moody's or Standard & Poor's),
the greater  the chance (in the rating  agency's  opinion)  that the bond issuer
will default, or fail to meet its payment  obligations.  All things being equal,
the lower a bond's credit  rating,  the higher its yield should be to compensate
investors for assuming  additional  risk. Bonds rated in one of the four highest
rating  categories are considered  "investment  grade." The Fund's  Statement of
Additional  Information  includes a detailed  description  of the  credit-rating
scales used by major, independent bond-rating agencies.
- --------------------------------------------------------------------------------

SHORT-TERM RESERVES
To satisfy its policy of allocating 10% to 20% of assets to short-term reserves,
STAR Fund invests in the following two funds in  approximately  the  percentages
indicated:

1. Vanguard Short-Term Corporate Fund (11%)
2. Vanguard Prime Money Market Fund (1%)
- -    Vanguard  Short-Term  Corporate  Fund  invests  in a  diversified  group of
     investment-grade  corporate  bonds.  The Fund  maintains a  dollar-weighted
     average maturity of between one and three years.
- -    Vanguard Prime Money Market Fund invests in high quality  short-term  money
     market  instruments  rated  in  one  of  the  two  highest  credit  quality
     categories.

OTHER INVESTMENT POLICIES AND RISKS
The  Fund's  underlying  funds may  invest,  to a  limited  extent,  in  foreign
securities.

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

<PAGE>

11

- --------------------------------------------------------------------------------
                               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 FUND AND VANGUARD

STAR Fund has entered  into an  agreement  with  Vanguard  under which  Vanguard
provides all management,  administrative,  and distribution services to the Fund
at  cost.  The  Fund  owes  Vanguard  a  sum  sufficient  to  cover   Vanguard's
out-of-pocket  costs.  The Fund also bears the expenses of services  provided by
other parties (such as auditors,  legal counsel,  and the Fund's custodian),  as
well as taxes and other  direct  expenses of the Fund.  However,  the  agreement
provides that the Fund's expenses will be offset by reimbursements from Vanguard
for (a)  contributions  made by the Fund to the cost of operating the underlying
Vanguard  funds  in  which  STAR  Fund  invests,  and  (b)  certain  savings  in
administrative  and marketing costs that Vanguard is expected to derive from the
operation of the Fund.
     The Fund's Trustees believe that the reimbursements should be sufficient to
offset most, if not all, of the expenses  incurred by the Fund.  Therefore,  the
Fund is  expected  to operate  at a very low or zero  expense  ratio.  Since its
inception in 1985, the Fund in fact has had no direct net expenses.
     Of course,  shareholders  of STAR Fund will still bear,  indirectly,  their
proportionate share of the costs of operating the underlying Vanguard funds. The
following  chart  provides the expense  ratio for each of the  underlying  funds
during STAR Fund's 1999 fiscal year,  as well as the  percentage  of STAR Fund's
net assets invested in each fund as of December 31, 1999:

- -----------------------------------------------------------------------
                                             PERCENTAGE OF STAR FUND'S
UNDERLYING FUND            EXPENSE RATIO            NET ASSETS
- -----------------------------------------------------------------------
Windsor II Fund                0.37%                   23.4%
Windsor Fund                   0.28                    16.2
Explorer Fund                  0.74                     6.5
PRIMECAP Fund                  0.52                     6.4
Morgan Growth Fund             0.42                     5.2
U.S. Growth Fund               0.39                     5.2
GNMA Fund                      0.27                    12.6
Long-Term Corporate Fund       0.30                    12.3
Short-Term Corporate Fund      0.25                    11.2
Prime Money Market Fund        0.33                     1.0
- -----------------------------------------------------------------------
                                                      100.0%
- -----------------------------------------------------------------------

     Based on  these  figures,  the  indirect  expense  ratio  for  STAR  Fund's
underlying  investments  on December  31, 1999 was 0.36%.  Vanguard  expects the
Fund's indirect expense ratio in 2000 to remain at or about 0.36%.

<PAGE>

12

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

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard STAR Fund's  indirect  expense ratio in fiscal year 1999 was
0.36%,  or $3.60 per $1,000 of average net assets.  The average  balanced mutual
fund had  expenses in 1999 of 1.33%,  or $13.30 per $1,000 of average net assets
(derived  from data  provided by Lipper Inc.,  which  reports on the mutual fund
industry).  Management expenses,  which comprise one part of operating expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance,  reporting,  accounting, legal, and other administrative
expenses.
- --------------------------------------------------------------------------------

INVESTMENT ADVISER
The Fund does not employ an  investment  adviser.  Rather,  the Fund's  Board of
Trustees  decides how to allocate its assets  among the  underlying  funds.  The
chart below lists the investment adviser employed by each underlying fund:

- --------------------------------------------------------------------------------
UNDERLYING FUND                     INVESTMENT ADVISER
- --------------------------------------------------------------------------------
Vanguard Windsor Fund               Wellington Management Company, LLP
                                    Sanford C. Bernstein & Company, Inc.
                                    The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Windsor II Fund            Barrow, Hanley, Mewhinney & Strauss, Inc.
                                    Equinox Capital Management LLC
                                    Tukman Capital Management, Inc.
                                    The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Morgan Growth Fund         Franklin Portfolio Associates, LLC
                                    The Vanguard Group
                                    Wellington Management Company, LLP
- --------------------------------------------------------------------------------
Vanguard U.S. Growth Fund           Lincoln Capital Management Company
- --------------------------------------------------------------------------------
Vanguard PRIMECAP Fund              PRIMECAP Management Company
- --------------------------------------------------------------------------------
Vanguard Explorer Fund              Granahan Investment Management, Inc.
                                    Wellington Management Company, LLP
                                    Chartwell Investment Partners
                                    The Vanguard Group
                                    Grantham, Mayo, Van Otterloo & Co. LLC
- --------------------------------------------------------------------------------
Vanguard GNMA Fund                  Wellington Management Company, LLP
- --------------------------------------------------------------------------------
Vanguard Long-Term Corporate Fund   Wellington Management Company, LLP
- --------------------------------------------------------------------------------
Vanguard Short-Term Corporate Fund  The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Prime Money Market Fund    The Vanguard Group
- --------------------------------------------------------------------------------

<PAGE>

13

     The chart below briefly describes each investment advisory firm:

- --------------------------------------------------------------------------------
FIRM                                      BACKGROUND
- --------------------------------------------------------------------------------
Wellington Management Company, LLP        - Based in Boston, Massachusetts
                                          - Founded in 1928
                                          - Manages about $235 billion in assets
- --------------------------------------------------------------------------------
Sanford C. Bernstein & Company, Inc.      - Based in New York, New York
                                          - Founded in 1968
                                          - Manages about $87 billion in assets
- --------------------------------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss,      - Based in Dallas, Texas
 Inc.                                     - Founded in 1979
                                          - Manages about $29 billion in assets
- --------------------------------------------------------------------------------
Equinox Capital Management LLC            - Based in New York, New York
                                          - Founded in 1989
                                          - Manages about $14 billion in assets
- --------------------------------------------------------------------------------
Tukman Capital Management, Inc.           - Based in Larkspur, California
                                          - Founded in 1980
                                          - Manages about $8 billion in assets
- --------------------------------------------------------------------------------
Franklin Portfolio Associates, LLC        - Based in Boston, Massachusetts
                                          - Founded in 1982
                                          - Manages about $21 billion in assets
- --------------------------------------------------------------------------------
Lincoln Capital Management Company        - Based in Chicago, Illinois
                                          - Founded in 1967
                                          - Manages about $68 billion in assets
- --------------------------------------------------------------------------------
PRIMECAP Management Company               - Based in Pasadena, California
                                          - Founded in 1983
                                          - Manages about $25 billion in assets
- --------------------------------------------------------------------------------
Granahan Investment Management, Inc.      - Based in Waltham, Massachusetts
                                          - Founded in 1985
                                          - Manages about $2 billion in assets
- --------------------------------------------------------------------------------
Chartwell Investment Partners             - Based in Berwyn, Pennsylvania
                                          - Founded in 1997
                                          - Manages about $4 billion in assets
- --------------------------------------------------------------------------------
The Vanguard Group                        - Based in Valley Forge, Pennsylvania
                                          - Founded in 1975
                                          - Manages about $371 billion in assets
- --------------------------------------------------------------------------------
Grantham, Mayo, Van Otterloo & Co. LLC    - Based in Boston, Massachusetts
                                          - Founded in 1977
                                          - Manages about $26 billion in assets
- --------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

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

<PAGE>

14

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

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

<PAGE>

15

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

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

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

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

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

<PAGE>

16

FINANCIAL HIGHLIGHTS (CONTINUED)

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

The Fund began  fiscal 1999 with a net asset value  (price) of $17.96 per share.
During the year,  the Fund  earned  $0.60 per share from  investment  income and
$1.13 per share in capital gains distributions. There was a decline of $0.47 per
share from investments that had depreciated in value or that were sold for lower
prices than the Fund paid for them.

Shareholders  received $1.01 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($1.26  per  share)  minus the  distributions  ($1.01  per share)
resulted in a share price of $18.21 at the end of the year. This was an increase
of $0.25 per share (from  $17.96 at the  beginning  of the year to $18.21 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 7.13% for the year.

As of December 31, 1999, the Fund had $8.1 billion in net assets.  For the year,
its net investment  income  amounted to 3.21% of its average net assets;  and it
sold and replaced securities valued at 10% of its net assets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                            VANGUARD STAR FUND
                                         YEAR ENDED DECEMBER 31,
                         -------------------------------------------------------
                            1999       1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR        $17.96     $17.38      $15.86      $15.03      $12.61
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income       .60        .58         .60         .58        .590
 Capital Gains Distributions
  Received                  1.13        .86        1.06         .63        .435
 Net Realized and
  Unrealized Gain (Loss)
  on Investments            (.47)       .70        1.65        1.19       2.550
                          ------------------------------------------------------
   Total from Investment
    Operations              1.26       2.14        3.31        2.40       3.575
                          ------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income         (.61)      (.58)       (.59)       (.59)      (.590)
 Distributions from
  Realized Capital Gains    (.40)      (.98)      (1.20)       (.98)      (.565)
                         -------------------------------------------------------
   Total Distributions     (1.01)     (1.56)      (1.79)      (1.57)     (1.155)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                  $18.21     $17.96      $17.38      $15.86      $15.03
================================================================================

TOTAL RETURN               7.13%     12.38%      21.15%      16.11%      28.64%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)         $8,087     $8,083      $7,355      $5,863      $4,842
 Ratio of Total
  Expenses to Average
  Net Assets                  0%         0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets       3.21%      3.18%       3.46%       3.71%       4.12%
 Turnover Rate               10%        16%         15%         18%         13%
================================================================================
"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

<PAGE>

17

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

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [COMPUTER]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions  online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

18

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

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

TYPES OF ACCOUNTS

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

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

<PAGE>

19

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

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$500.  The low balance fee is waived for investors who have  aggregate  Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-56
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

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

For clients of Vanguard's Institutional Division . . .

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

<PAGE>

20

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

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

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

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard STAR Fund-56
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

<PAGE>

21

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 23.

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

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price, subject to any special rules  described in this "Redeeming  Shares"
section of the prospectus.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.
     The Vanguard funds whose shares you cannot  exchange online or by telephone
are:  VANGUARD U.S. STOCK INDEX FUNDS,  VANGUARD  BALANCED INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and other  retirement  accounts.  If you sell shares of these funds
online, a redemption check will be sent to your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS [COMPUTER]
ACCESS VANGUARD at www.vanguard.com
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [PHONE]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours-- to sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

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

<PAGE>

22

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

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

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

<PAGE>

23

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

For clients of Vanguard's Institutional Division . . .

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

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

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

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

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

<PAGE>

24

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

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

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

TRANSFERRING REGISTRATION

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

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

<PAGE>

25

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

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

<PAGE>

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<PAGE>

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<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

BALANCED FUND
A mutual fund that seeks to provide some combination of income,  capital growth,
and conservation of capital by investing in stocks,  bonds,  and/or money market
instruments.

BOND
A debt security (IOU) issued by a corporation,  government, or government agency
in exchange for the money you lend it. In most  instances,  the issuer agrees to
pay back the loan by a specific date and to make regular interest payments until
that date.

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

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.

CREDIT QUALITY
A measure of a bond  issuer's  ability to pay interest and principal in a timely
manner.

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

DURATION
A measure of the  sensitivity  of bond--and bond  fund--prices  to interest rate
movements.  For example,  if a bond has a duration of two years, its price would
fall by about 2% when interest  rates rose one  percentage  point.  On the other
hand,  the bond's price would rise by about 2% when  interest  rates fell by one
percentage point.

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.

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.

FUND OF FUNDS
A mutual fund that  pursues its  objective  by  investing  in other mutual funds
rather than in individual stocks or bonds.

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

INVESTMENT GRADE
Bonds whose credit  quality is considered to be among the highest by independent
bond- rating agencies.  Bonds rated in one of the four highest rating categories
are considered "investment grade."

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

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

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

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

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

<PAGE>

                                                    [SHIP(R) 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 STAR Fund, the following
documents are available free
upon request:

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

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

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

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

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

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

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

TEXT TELEPHONE:
1-800-749-7273

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

Fund's Investment Company Act file
number: 811-3919

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

P056N-04/28/2000


<PAGE>



                                                          VANGUARD
                                                          STAR(TM) FUND

                                                          Participant Prospectus
                                                          April 28, 2000

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


                                                    [THE VANGUARD GROUP(R) LOGO]
<PAGE>


VANGUARD(R) STAR(TM) FUND
Participant Prospectus
April 28, 2000

A Balanced Mutual Fund

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------
  1 FUND PROFILE                          13 DIVIDENDS, CAPITAL GAINS, AND TAXES

  3 ADDITIONAL INFORMATION                14 SHARE PRICE

  4 A WORD ABOUT RISK                     14 FINANCIAL HIGHLIGHTS

  4 WHO SHOULD INVEST                     16 INVESTING WITH VANGUARD

  5 PRIMARY INVESTMENT STRATEGIES         17 ACCESSING FUND INFORMATION BY
                                             COMPUTER
 11 THE FUND AND VANGUARD
                                          GLOSSARY (inside back cover)
 12 INVESTMENT ADVISER
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
IMPORTANT NOTE
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.
- --------------------------------------------------------------------------------


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

<PAGE>

1

FUND PROFILE

The following profile summarizes key features of Vanguard STAR Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital growth and income.

INVESTMENT STRATEGIES
As a "fund of funds," STAR Fund invests in a diversified group of other Vanguard
mutual funds, rather than in individual securities.  The Fund follows a balanced
investment approach by placing 60% to 70% of its assets in common stocks through
six stock funds;  20% to 30% of its assets in bonds through two bond funds;  and
10% to 20% of its assets in short-term  reserves  through a short-term bond fund
and a money  market  fund.  Through  the  underlying  funds,  STAR  Fund  owns a
diversified  mix of stocks (with  emphasis on large-cap  value stocks) and bonds
(primarily   short-  and   long-term   investment-grade   corporate   bonds  and
intermediate-term GNMA mortgage-backed bonds).

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an investor to lose money. However, because stock and bond prices can move
in different  directions or in different amounts, the Fund's bond and short-term
reserve holdings may counteract some of the volatility experienced by the Fund's
stock holdings. The Fund's balanced portfolio, in the long run, should result in
less  investment  risk--but  a  lower  investment  return--than  that  of a fund
investing  exclusively  in common stocks.
- -    Stock risks  include:  stock  market  risk,  which is the chance that stock
     prices  in  general  will  decline  over  short or even long  periods;  and
     investment  style  risk,  which is the chance that  returns  from the stock
     market   segments   in   which   the   Fund   is  most   heavily   weighted
     (large-capitalization  and  value  stocks)  may  underperform  other  asset
     classes or the overall stock market.
- -    Bond  risks  include:  interest  rate risk,  which is the chance  that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  credit risk,  which is the chance that a bond issuer will
     fail to pay interest and principal in a timely manner; and  call/prepayment
     risk,  which is the chance that during periods of falling interest rates, a
     bond issuer will repay a  higher-yielding  bond before its  maturity  date,
     forcing the Fund to reinvest the  unanticipated  proceeds at lower interest
     rates.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection by the investment  advisers of the underlying funds will
     cause  the  Fund  to  underperform  other  funds  with  similar  investment
     objectives.  For additional  information on investment  risks,  see PRIMARY
     INVESTMENT STRATEGIES.

<PAGE>

2

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

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1990          -3.62%
                              1991          24.18%
                              1992          10.51%
                              1993          10.88%
                              1994          -0.21%
                              1995          28.64%
                              1996          16.11%
                              1997          21.15%
                              1998          12.38%
                              1999           7.13%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 12.30%  (quarter  ended March 31, 1991) and the lowest  return for a
quarter was -10.71% (quarter ended September 30, 1990).

     -------------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
     -------------------------------------------------------------------------
                                       1 YEAR       5 YEARS        10 YEARS
     -------------------------------------------------------------------------
     Vanguard STAR Fund                 7.13%        16.85%         12.29%
     Wilshire 5000 Total Market Index  23.77         27.11          17.61
     Lehman Brothers Aggregate
      Bond Index                       -0.82          7.73           7.70
     STAR Lipper Composite*            15.82         16.33          12.12
     -------------------------------------------------------------------------
     *Weighted 62.5% Lipper General Equity, 25% Lipper Fixed Income, and
      12.5% Lipper Money Market.
     -------------------------------------------------------------------------

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

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

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

    +Although STAR 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 FUND AND  VANGUARD.  The  Fund's
     indirect expense ratio, based on its investments in the underlying Vanguard
     funds, was 0.36% as of December 31, 1999.

<PAGE>

3

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, and that operating  expenses of the Fund and its underlying funds 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
- -------------------------------------------------
    $37        $116       $203          $457
- -------------------------------------------------

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

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

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

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

DIVIDENDS AND CAPITAL GAINS               NET ASSETS AS OF DECEMBER 31, 1999
Dividends are  distributed in June        $8.1 billion
and December; capital gains, if any,
are distributed annually in December      NEWSPAPER  ABBREVIATION
                                          STAR
INVESTMENT ADVISER
The Fund does not employ an investment    VANGUARD FUND NUMBER
adviser, but benefits from the            056
investment advisory services provided
to the underlying Vanguard funds in       CUSIP NUMBER
which it invests                          921909107

INCEPTION DATE                            TICKER SYMBOL
March 29, 1985                            VGSTX
- --------------------------------------------------------------------------------

<PAGE>

4

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

WHO SHOULD INVEST

The Fund may be a suitable investment for you if:
- -    You wish to add a balanced  fund to your  existing  holdings,  which  could
     include   other   stock   and   bond--as   well   as   money   market   and
     tax-exempt--investments.
- -    You are seeking  growth of your capital over the long  term--at  least five
     years--without taking undue risk.
- -    You are seeking moderate current income.

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

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

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

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

<PAGE>

5

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                BALANCED FUNDS

Balanced  funds are  generally  "middle  of the road"  investments  that seek to
provide some  combination  of growth,  income,  and  conservation  of capital by
investing in a mix of stocks,  bonds, and/or money market  instruments.  Because
the prices of stocks  and bonds  often move in  different  directions,  balanced
funds are able to use  rewards  from one type of  investment  to help offset the
risks from another.
- --------------------------------------------------------------------------------

PRIMARY INVESTMENT STRATEGIES

This section  explains how the Fund pursues its objective,  long-term  growth of
capital and income.  The Fund's Board of Trustees oversees the management of the
Fund, and may change the investment  strategies in the interest of shareholders.
In addition,  this section  discusses several important risks faced by investors
in the Fund.

MARKET EXPOSURE

STOCKS
Through  six  underlying  Vanguard  funds,  STAR Fund  invests 60% to 70% of its
assets in common stocks. The Fund's indirect investment in stocks is designed to
provide long-term capital growth and some income. The underlying stock funds are
described on page 9.

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

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

- ------------------------------------------------------
       U.S. STOCK MARKET RETURNS (1926-1999)
- ------------------------------------------------------
                 1 YEAR  5 YEARS  10 YEARS   20 YEARS
- ------------------------------------------------------
Best              54.2%   28.6%     19.9%      17.9%
Worst            -43.1   -12.4      -0.9        3.1
Average           13.2    11.0      11.1       11.1
- ------------------------------------------------------

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

<PAGE>

6

     Because  stock  and bond  prices  can move in  different  directions  or in
different  amounts,  the Fund's bond and money market fund  holdings may help to
dampen--but  will not  eliminate--the  volatility  experienced  by the Fund as a
result of its stock fund holdings.  The Fund's balanced  portfolio,  in the long
run, should result in less investment risk--and a lower investment  return--than
a fund investing exclusively in common stocks.

[FLAG]THE FUND IS SUBJECT TO  INVESTMENT-STYLE  RISK,  WHICH IS THE CHANCE  THAT
     RETURNS  FROM THE STOCK  MARKET  SEGMENTS IN WHICH THE FUND IS MOST HEAVILY
     WEIGHTED MAY UNDERPERFORM OTHER ASSET CLASSES OR THE OVERALL STOCK MARKET.

 Through its share ownership of the underlying stock funds, STAR Fund indirectly
owns a  diversified  mixture  of common  stocks.  Although  its  indirect  stock
holdings  are  predominantly  large-cap,  the Fund has  significant  exposure to
mid-cap  stocks and some  exposure to small-cap  stocks.  Mid-cap and  small-cap
stocks tend to be more volatile than large-cap stocks. The Fund's indirect stock
holdings are  predominantly  value-oriented,  although the Fund has  significant
exposure to growth stocks.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

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

BONDS
Through two underlying  Vanguard funds,  STAR Fund invests roughly 20% to 30% of
its assets in bonds, predominantly intermediate- and long-term bonds. The Fund's
indirect  investment  in bonds is  designed  to  provide a high level of current
income with less price  volatility than would be expected from the stock portion
of its holdings. The underlying bond funds are described on pages 9 and 10.

[FLAG]THE FUND IS SUBJECT TO INTEREST  RATE RISK,  WHICH IS THE CHANCE THAT BOND
     PRICES  OVERALL  WILL DECLINE OVER SHORT OR EVEN LONG PERIODS DUE TO RISING
     INTEREST RATES.  INTEREST RATE RISK IS MODEST FOR  SHORTER-TERM  BOND FUNDS
     AND HIGHER FOR LONGER-TERM BOND FUNDS.

     Although  bonds are often thought to be less risky than stocks,  there have
been periods when bond prices have fallen  significantly  due to rising interest
rates.  For  instance,  prices of  long-term  bonds fell by almost  48%  between
December 1976 and September 1981.
     To illustrate the relationship  between bond prices and interest rates, the
following  table shows the effect of a 1% and a 2% change  (both up and down) in
interest rates on three bonds of different maturities, each with a face value of
$1,000.

<PAGE>

7

- --------------------------------------------------------------------------------
                    HOW INTEREST RATE CHANGES AFFECT THE
                           VALUE OF A $1,000 BOND*
- -------------------------------------------------------------------------------
                           AFTER A 1%   AFTER A 1%   AFTER A 2%    AFTER A 2%
TYPE OF BOND (MATURITY)     INCREASE     DECREASE     INCREASE      DECREASE
- -------------------------------------------------------------------------------
Short-Term (2.5 years)        $978        $1,023        $956         $1,046
Intermediate-Term (10 years)   932         1,074         870          1,156
Long-Term (20 years)           901         1,116         816          1,251
- -------------------------------------------------------------------------------

     These  figures are intended only to  illustrate  interest  rate risk;  they
should not be regarded as an indication  of future  returns from the bond market
as a whole, or STAR Fund in particular.  Also, changes in interest rates may not
have as  dramatic an effect on the Fund as they would on a fund made up entirely
of bonds.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                           BONDS AND INTEREST RATES

As a rule,  when  interest  rates rise,  bond prices fall.  The opposite is also
true:  Bond  prices go up when  interest  rates  fall.  Why do bond  prices  and
interest  rates move in opposite  directions?  Let's assume that you hold a bond
offering a 5% yield. A year later,  interest rates are on the rise and bonds are
offered with a 6% yield. With  higher-yielding  bonds available,  you would have
trouble selling your 5% bond for the price you  paid--causing  you to lower your
asking  price.  On the other hand,  if interest  rates were falling and 4% bonds
were  being  offered,  you should be able to sell your 5% bond for more than you
paid.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                BOND MATURITIES

A bond is issued with a specific maturity date--the date when the bond's issuer,
or seller,  must pay back the bond's  initial value (known as its "face value").
Bond maturities generally range from less than one year (short-term) to 30 years
(long-term).  The  longer  a  bond's  maturity,  the more  risk  you,  as a bond
investor,  face as interest  rates  rise--but  also the more  interest you could
receive. Long-term bonds are more suitable for investors willing to take greater
risks in hope of higher yields;  short-term bond investors  should be willing to
accept  lower  yields  in  return  for less  fluctuation  in the  value of their
investment.
- --------------------------------------------------------------------------------

[FLAG]THE FUND IS SUBJECT TO CREDIT RISK, WHICH IS THE CHANCE THAT A BOND ISSUER
     WILL FAIL TO PAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.

     Since the underlying  Vanguard bond funds invest  primarily in high-quality
obligations, credit risk is relatively low.

<PAGE>

8

[FLAG]THE FUND IS ALSO SUBJECT TO CALL RISK (IN THE CASE OF CORPORATE BONDS) AND
     PREPAYMENT RISK (IN THE CASE OF MORTGAGE-BACKED BONDS). THERE IS THE CHANCE
     THAT DURING  PERIODS OF FALLING  INTEREST  RATES A BOND ISSUER WILL REPAY A
     HIGHER-YIELDING  BOND BEFORE ITS  MATURITY  DATE.  FORCED TO  REINVEST  THE
     UNANTICIPATED PROCEEDS AT LOWER INTEREST RATES, THE FUND WOULD EXPERIENCE A
     DECLINE  IN  INCOME  AND  LOSE  THE   OPPORTUNITY   FOR  ADDITIONAL   PRICE
     APPRECIATION ASSOCIATED WITH FALLING RATES.

SHORT-TERM RESERVES
Through two underlying  Vanguard funds,  STAR Fund invests roughly 10% to 20% of
its assets in short-term  reserves.  These reserves consist of  investment-grade
short-term bonds and high quality money market instruments, including commercial
paper and repurchase agreements.  From this investment, the Fund seeks to obtain
current income and to moderate the overall volatility of the Fund.
     The Fund's short-term  reserves are subject to a high level of income risk,
which is the chance that  dividends  will decline if short-term  interest  rates
fall,  and a low level of credit  risk,  which is the chance that an issuer of a
money  market  instrument  or  short-term  bond  will  fail to pay  interest  or
principal  in a timely  manner.  Because  the Fund does not  invest  heavily  in
short-term reserves, however, both income risk and credit risk to STAR Fund will
be low.

SECURITY SELECTION
Vanguard  STAR Fund is a "fund of  funds,"  which  means  that it  achieves  its
objective  by investing  in a  combination  of other mutual funds rather than in
individual securities.
     Decisions  about how to allocate  STAR Fund's  assets among the three asset
classes (stocks,  bonds, and short-term reserves) and among the underlying funds
are made by the Trustees of the Fund. Generally,  the Fund invests 60% to 70% of
its  assets  in  stock  funds,  20% to 30% in  bond  funds,  and 10% to 20% in a
short-term bond fund and a money market fund. While these  allocations may shift
from time to time,  stocks  can be  expected  to  represent  at least 60% of the
Fund's  holdings at any given time.  Within any given asset class,  Vanguard may
increase or decrease the percentage of assets  invested in any  particular  fund
without advance notice to shareholders.

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

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

     The  underlying  Vanguard  funds  are  run  by  their  investment  advisers
according to traditional  methods of active  investment  management.  This means
that securities are

<PAGE>

9

bought and sold according to the advisers'  judgments  about companies and their
financial  prospects,  about issuers of bonds and money market instruments,  and
about the general level of interest rates.
     The Fund is generally managed without regard to tax ramifications.

STOCKS
STAR Fund invests in the following stock funds, in approximately the percentages
indicated:

1. Vanguard Windsor II Fund (23%)
2. Vanguard Windsor Fund (16%)
3. Vanguard Explorer Fund (7%)
4. Vanguard PRIMECAP Fund (7%)
5. Vanguard Morgan Growth Fund (5%)
6. Vanguard U.S. Growth Fund (5%)

     Vanguard Windsor Fund and Vanguard Windsor II Fund are value-oriented stock
funds,  chosen  primarily for their potential for long-term  capital growth,  as
well as for their current income-producing capabilities.  They work toward these
goals by investing in large- and medium-size  companies believed by the advisers
to be undervalued when purchased.  These stocks  typically--but not always--have
lower-than-average   price/earnings  ratios  and  higher-than-average   dividend
yields.
     Vanguard  Explorer Fund is an aggressive  growth fund and Vanguard PRIMECAP
Fund,  Vanguard  Morgan Growth Fund,  and Vanguard  U.S.  Growth Fund are growth
funds.  These funds are held by STAR Fund primarily to provide long-term capital
growth. They work in different ways to achieve this goal.
- -    Vanguard  Explorer  Fund invests in common  stocks of small U.S.  companies
     which, in the advisers' opinion, have above-average prospects for growth.
- -    Vanguard  PRIMECAP Fund invests in common stocks that the adviser  believes
     have  above-average  prospects for continued  growth.  The fund's portfolio
     consists predominately of large-cap and mid-cap stocks.
- -    Vanguard  Morgan Growth Fund invests  mainly in the common stocks of large-
     and  medium-size  domestic  companies  whose revenues  and/or  earnings are
     expected to grow  faster  than those of the average  company in the market.
     The fund also invests in common  stocks of smaller  companies  with similar
     characteristics.
- -    Vanguard U.S. Growth Fund invests in common stocks of large,  seasoned U.S.
     companies  that have past records of growth and, in the adviser's  opinion,
     above-average prospects for continued growth.

     Although  there are no present  plans to do so, the Fund also is authorized
to invest in Vanguard 500 Index Fund,  which tracks the  performance  of the S&P
500 Index.

BONDS

STAR Fund invests in two bond funds, in approximately the percentages indicated:
1. Vanguard GNMA Fund (13%)
2. Vanguard Long-Term Corporate Fund (12%)

     Both bond funds seek to  provide a high and  stable  level of income.  They
work toward this goal, however, in different ways:
- -    Vanguard   GNMA  Fund   invests  at  least  80%  of  its  total  assets  in
     mortgage-backed   bonds  issued  by  the   Government   National   Mortgage
     Association.  The  bonds  offer  a  U.S.  government  guarantee  of  timely
     principal and interest payments, along with income that

<PAGE>

10

     usually exceeds that of comparable  U.S.  Treasury  securities.  The fund's
     effective dollar-weighted average maturity depends on homeowner prepayments
     of the underlying mortgages, but normally falls within an intermediate-term
     range (5 to 10 years).
- -    Vanguard  Long-Term  Corporate  Fund  invests  in a  diversified  group  of
     investment-grade  corporate  bonds--that  is, bonds issued by  corporations
     that are rated at least Baa by Moody's Investors  Service,  Inc., or BBB by
     Standard & Poor's Corporation. The fund maintains a dollar-weighted average
     maturity of 15 to 25 years.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                TYPES OF BONDS

Bonds are issued (sold) by many sources: Corporations issue corporate bonds; the
federal  government  issues  U.S.  Treasury  bonds;   agencies  of  the  federal
government  issue agency bonds;  and mortgage  holders  issue  "mortgage-backed"
pass-through  certificates  such as  those  issued  by the  Government  National
Mortgage  Association  (GNMAs).  Each issuer is responsible  for paying back the
bond's initial value as well as making periodic interest payments.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                CREDIT QUALITY

A bond's credit quality  depends on the issuer's  ability to pay interest on the
bond and,  ultimately,  to repay the  debt.  The lower the  rating by one of the
independent  bond-rating  agencies (for example,  Moody's or Standard & Poor's),
the greater  the chance (in the rating  agency's  opinion)  that the bond issuer
will default, or fail to meet its payment  obligations.  All things being equal,
the lower a bond's credit  rating,  the higher its yield should be to compensate
investors for assuming  additional  risk. Bonds rated in one of the four highest
rating  categories are considered  "investment  grade." The Fund's  Statement of
Additional  Information  includes a detailed  description  of the  credit-rating
scales used by major, independent bond-rating agencies.
- --------------------------------------------------------------------------------

SHORT-TERM RESERVES
To satisfy its policy of allocating 10% to 20% of assets to short-term reserves,
STAR Fund invests in the following two funds in  approximately  the  percentages
indicated:
1. Vanguard Short-Term Corporate Fund (11%)
2. Vanguard Prime Money Market Fund (1%)
- -    Vanguard  Short-Term  Corporate  Fund  invests  in a  diversified  group of
     investment-grade  corporate  bonds.  The Fund  maintains a  dollar-weighted
     average maturity of between one and three years.
- -    Vanguard Prime Money Market Fund invests in high quality  short-term  money
     market  instruments  rated  in  one  of  the  two  highest  credit  quality
     categories.

OTHER INVESTMENT POLICIES AND RISKS
The  Fund's  underlying  funds may  invest,  to a  limited  extent,  in  foreign
securities.
     The Fund's  underlying  funds may  temporarily  depart  from  their  normal
investment   policies--for   instance,   by  investing   substantially  in  cash
reserves--in response to extraordinary  market,  economic,  political,  or other
conditions.  In doing so,  the STAR Fund may  succeed  in  avoiding  losses  but
otherwise fail to achieve its investment objective.

<PAGE>

11

- --------------------------------------------------------------------------------
                               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 FUND AND VANGUARD

STAR Fund has entered  into an  agreement  with  Vanguard  under which  Vanguard
provides all management,  administrative,  and distribution services to the Fund
at  cost.  The  Fund  owes  Vanguard  a  sum  sufficient  to  cover   Vanguard's
out-of-pocket  costs.  The Fund also bears the expenses of services  provided by
other parties (such as auditors,  legal counsel,  and the Fund's custodian),  as
well as taxes and other  direct  expenses of the Fund.  However,  the  agreement
provides that the Fund's expenses will be offset by reimbursements from Vanguard
for (a)  contributions  made by the Fund to the cost of operating the underlying
Vanguard  funds  in  which  STAR  Fund  invests,  and  (b)  certain  savings  in
administrative  and marketing costs that Vanguard is expected to derive from the
operation of the Fund.
     The Fund's Trustees believe that the reimbursements should be sufficient to
offset most, if not all, of the expenses  incurred by the Fund.  Therefore,  the
Fund is  expected  to operate  at a very low or zero  expense  ratio.  Since its
inception in 1985, the Fund in fact has had no direct net expenses.
     Of course,  shareholders  of STAR Fund will still bear,  indirectly,  their
proportionate share of the costs of operating the underlying Vanguard funds. The
following  chart  provides the expense  ratio for each of the  underlying  funds
during STAR Fund's 1999 fiscal year,  as well as the  percentage  of STAR Fund's
net assets invested in each fund as of December 31, 1999:

- -----------------------------------------------------------------------
                                             PERCENTAGE OF STAR FUND'S
UNDERLYING FUND            EXPENSE RATIO            NET ASSETS
- -----------------------------------------------------------------------
Windsor II Fund                0.37%                   23.4%
Windsor Fund                   0.28                    16.2
Explorer Fund                  0.74                     6.5
PRIMECAP Fund                  0.52                     6.4
Morgan Growth Fund             0.42                     5.2
U.S. Growth Fund               0.39                     5.2
GNMA Fund                      0.27                    12.6
Long-Term Corporate Fund       0.30                    12.3
Short-Term Corporate Fund      0.25                    11.2
Prime Money Market Fund        0.33                     1.0
- -----------------------------------------------------------------------
                                                      100.0%
- -----------------------------------------------------------------------

     Based on  these  figures,  the  indirect  expense  ratio  for  STAR  Fund's
underlying  investments  on December  31, 1999 was 0.36%.  Vanguard  expects the
Fund's indirect expense ratio in 2000 to remain at or about 0.36%.

<PAGE>

12

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

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard STAR Fund's  indirect  expense ratio in fiscal year 1999 was
0.36%,  or $3.60 per $1,000 of average net assets.  The average  balanced mutual
fund had  expenses in 1999 of 1.33%,  or $13.30 per $1,000 of average net assets
(derived  from data  provided by Lipper Inc.,  which  reports on the mutual fund
industry).  Management expenses,  which comprise one part of operating expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance,  reporting,  accounting, legal, and other administrative
expenses.
- --------------------------------------------------------------------------------

INVESTMENT ADVISER
The Fund does not employ an  investment  adviser.  Rather,  the Fund's  Board of
Trustees  decides how to allocate its assets  among the  underlying  funds.  The
chart below lists the investment adviser employed by each underlying fund:

- --------------------------------------------------------------------------------
UNDERLYING FUND                     INVESTMENT ADVISER
- --------------------------------------------------------------------------------
Vanguard Windsor Fund               Wellington Management Company, LLP
                                    Sanford C. Bernstein & Company, Inc.
                                    The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Windsor II Fund            Barrow, Hanley, Mewhinney & Strauss, Inc.
                                    Equinox Capital Management LLC
                                    Tukman Capital Management, Inc.
                                    The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Morgan Growth Fund         Franklin Portfolio Associates, LLC
                                    The Vanguard Group
                                    Wellington Management Company, LLP
- --------------------------------------------------------------------------------
Vanguard U.S. Growth Fund           Lincoln Capital Management Company
- --------------------------------------------------------------------------------
Vanguard PRIMECAP Fund              PRIMECAP Management Company
- --------------------------------------------------------------------------------
Vanguard Explorer Fund              Granahan Investment Management, Inc.
                                    Wellington Management Company, LLP
                                    Chartwell Investment Partners
                                    The Vanguard Group
                                    Grantham, Mayo, Van Otterloo & Co. LLC
- --------------------------------------------------------------------------------
Vanguard GNMA Fund                  Wellington Management Company, LLP
- --------------------------------------------------------------------------------
Vanguard Long-Term Corporate Fund   Wellington Management Company, LLP
- --------------------------------------------------------------------------------
Vanguard Short-Term Corporate Fund  The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Prime Money Market Fund    The Vanguard Group
- --------------------------------------------------------------------------------

<PAGE>

13

     The chart below briefly describes each investment advisory firm:

- --------------------------------------------------------------------------------
FIRM                                      BACKGROUND
- --------------------------------------------------------------------------------
Wellington Management Company, LLP        - Based in Boston, Massachusetts
                                          - Founded in 1928
                                          - Manages about $235 billion in assets
- --------------------------------------------------------------------------------
Sanford C. Bernstein & Company, Inc.      - Based in New York, New York
                                          - Founded in 1968
                                          - Manages about $87 billion in assets
- --------------------------------------------------------------------------------
Barrow, Hanley, Mewhinney & Strauss,      - Based in Dallas, Texas
 Inc.                                     - Founded in 1979
                                          - Manages about $29 billion in assets
- --------------------------------------------------------------------------------
Equinox Capital Management LLC            - Based in New York, New York
                                          - Founded in 1989
                                          - Manages about $14 billion in assets
- --------------------------------------------------------------------------------
Tukman Capital Management, Inc.           - Based in Larkspur, California
                                          - Founded in 1980
                                          - Manages about $8 billion in assets
- --------------------------------------------------------------------------------
Franklin Portfolio Associates, LLC        - Based in Boston, Massachusetts
                                          - Founded in 1982
                                          - Manages about $21 billion in assets
- --------------------------------------------------------------------------------
Lincoln Capital Management Company        - Based in Chicago, Illinois
                                          - Founded in 1967
                                          - Manages about $68 billion in assets
- --------------------------------------------------------------------------------
PRIMECAP Management Company               - Based in Pasadena, California
                                          - Founded in 1983
                                          - Manages about $25 billion in assets
- --------------------------------------------------------------------------------
Granahan Investment Management, Inc.      - Based in Waltham, Massachusetts
                                          - Founded in 1985
                                          - Manages about $2 billion in assets
- --------------------------------------------------------------------------------
Chartwell Investment Partners             - Based in Berwyn, Pennsylvania
                                          - Founded in 1997
                                          - Manages about $4 billion in assets
- --------------------------------------------------------------------------------
The Vanguard Group                        - Based in Valley Forge, Pennsylvania
                                          - Founded in 1975
                                          - Manages about $371 billion in assets
- --------------------------------------------------------------------------------
Grantham, Mayo, Van Otterloo & Co. LLC    - Based in Boston, Massachusetts
                                          - Founded in 1977
                                          - Manages about $26 billion in assets
- --------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

The Fund  distributes to shareholders  virtually all of its net income (interest
and  dividends  paid by the  underlying  funds),  as well as any  capital  gains
realized   from  the  sale  of  its  holdings  or  received  as  capital   gains
distributions  from  the  underlying  funds.   Income  dividends  generally  are
distributed in June and December; capital gains distributions generally occur in
December.   In  addition,   the  Fund  may  occasionally  be  required  to  make
supplemental  dividend or capital gains  distributions at some other time during
the year.
     Your  dividend  and  capital  gains  distributions  will be  reinvested  in
additional  Fund  shares  and  accumulate  on a  tax-deferred  basis  if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these  distributions until you begin

<PAGE>

14

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.

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

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

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

<PAGE>

15

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

The Fund began  fiscal 1999 with a net asset value  (price) of $17.96 per share.
During the year,  the Fund  earned  $0.60 per share from  investment  income and
$1.13 per share in capital gains distributions. There was a decline of $0.47 per
share from investments that had depreciated in value or that were sold for lower
prices than the Fund paid for them.

Shareholders  received $1.01 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($1.26  per  share)  minus the  distributions  ($1.01  per share)
resulted in a share price of $18.21 at the end of the year. This was an increase
of $0.25 per share (from  $17.96 at the  beginning  of the year to $18.21 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 7.13% for the year.

As of December 31, 1999, the Fund had $8.1 billion in net assets.  For the year,
its net investment  income  amounted to 3.21% of its average net assets;  and it
sold and replaced securities valued at 10% of its net assets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                            VANGUARD STAR FUND
                                         YEAR ENDED DECEMBER 31,
                         -------------------------------------------------------
                            1999       1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR        $17.96     $17.38      $15.86      $15.03      $12.61
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income       .60        .58         .60         .58        .590
 Capital Gains Distributions
  Received                  1.13        .86        1.06         .63        .435
 Net Realized and
  Unrealized Gain (Loss)
  on Investments            (.47)       .70        1.65        1.19       2.550
                          ------------------------------------------------------
   Total from Investment
    Operations              1.26       2.14        3.31        2.40       3.575
                          ------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income         (.61)      (.58)       (.59)       (.59)      (.590)
 Distributions from
  Realized Capital Gains    (.40)      (.98)      (1.20)       (.98)      (.565)
                         -------------------------------------------------------
   Total Distributions     (1.01)     (1.56)      (1.79)      (1.57)     (1.155)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                  $18.21     $17.96      $17.38      $15.86      $15.03
================================================================================

TOTAL RETURN               7.13%     12.38%      21.15%      16.11%      28.64%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)         $8,087     $8,083      $7,355      $5,863      $4,842
 Ratio of Total
  Expenses to Average
  Net Assets                  0%         0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets       3.21%      3.18%       3.46%       3.71%       4.12%
 Turnover Rate               10%        16%         15%         18%         13%
================================================================================
"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

<PAGE>

16

INVESTING WITH VANGUARD

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

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

TRANSACTIONS
Contributions,  exchanges,  or redemptions of the Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete  information on your contribution,  exchange,  or
redemption, and that Vanguard has received the appropriate assets.
     In all cases, your transaction will be based on the Fund's  next-determined
net asset value after  Vanguard  receives  your  request (or, in the case of new
contributions,  the  next-determined net asset value after Vanguard receives the
order from your plan administrator).  As long as this request is received before
the close of 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 the Fund and increase its transaction
costs,  Vanguard  limits  participant  exchange  activity  to no more  than FOUR
SUBSTANTIVE  "ROUND TRIPS"  THROUGH THE FUND (at least 90 days apart) during any
12-month  period.  A "round  trip" is a redemption  from the Fund  followed by a
purchase back into the Fund.  "Substantive"  means a dollar amount that Vanguard
determines, in its sole discretion, could adversely affect the management of the
Fund.
     Before  making an exchange to or from another fund  available in your plan,
consider the following:
- -    Certain investment options,  particularly funds made up of company stock or
     investment contracts, may be subject to unique restrictions.
- -    Make sure to read that fund's prospectus.  Contact  Vanguard's  Participant
     Access Center, toll-free, at 1-800-523-1188 for a copy.
- -    Vanguard can accept exchanges only as permitted by your plan.  Contact your
     plan  administrator for details on the exchange policies that apply to your
     plan.

<PAGE>

17

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>

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<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

BALANCED FUND
A mutual fund that seeks to provide some combination of income,  capital growth,
and conservation of capital by investing in stocks,  bonds,  and/or money market
instruments.

BOND
A debt security (IOU) issued by a corporation,  government, or government agency
in exchange for the money you lend it. In most  instances,  the issuer agrees to
pay back the loan by a specific date and to make regular interest payments until
that date.

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

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.

CREDIT QUALITY
A measure of a bond  issuer's  ability to pay interest and principal in a timely
manner.

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

DURATION
A measure of the  sensitivity  of bond--and bond  fund--prices  to interest rate
movements.  For example,  if a bond has a duration of two years, its price would
fall by about 2% when interest  rates rose one  percentage  point.  On the other
hand,  the bond's price would rise by about 2% when  interest  rates fell by one
percentage point.

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.

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.

FUND OF FUNDS
A mutual fund that  pursues its  objective  by  investing  in other mutual funds
rather than in individual stocks or bonds.

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

INVESTMENT GRADE
Bonds whose credit  quality is considered to be among the highest by independent
bond- rating agencies.  Bonds rated in one of the four highest rating categories
are considered "investment grade."

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

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

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

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

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

<PAGE>

                                                    [SHIP(R) 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 STAR Fund, the following
documents are available free
upon request:

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

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

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

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

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

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

Fund's Investment Company Act file
number: 811-3919

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

I056N-04/28/2000

<PAGE>


                                                                 VANGUARD
                                                                 LIFESTRATEGY(R)
                                                                 FUNDS

                                                                 Prospectus
                                                                 April 28, 2000

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

VANGUARD LIFESTRATEGY
INCOME FUND

VANGUARD LIFESTRATEGY
CONSERVATIVE GROWTH
FUND

VANGUARD LIFESTRATEGY
MODERATE GROWTH FUND

VANGUARD LIFESTRATEGY
GROWTH FUND

                                                    [THE VANGUARD GROUP(R) LOGO]

<PAGE>


VANGUARD(R) LIFESTRATEGY(R) FUNDS

Prospectus
April 28, 2000

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------
  1 AN INTRODUCTION TO VANGUARD           22 DIVIDENDS, CAPITAL GAINS, AND TAXES
    LIFESTRATEGY FUNDS
                                          23 SHARE PRICE
  1 FUND PROFILES
                                          24 FINANCIAL HIGHLIGHTS
     1 Vanguard LifeStrategy Income Fund
                                          27 INVESTING WITH VANGUARD
     5 Vanguard LifeStrategy Conservative
       Growth Fund                           27 Services and Account Features

     8 Vanguard LifeStrategy Moderate        28 Types of Accounts
       Growth Fund
                                             29 Buying Shares
    11 Vanguard LifeStrategy Growth Fund
                                             31 Redeeming Shares
 14 MORE ON THE FUNDS
                                             34 Transferring Registration
 20 THE FUNDS AND VANGUARD
                                             35 Fund and Account Updates
 21 INVESTMENT ADVISER
                                          GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------

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


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 VANGUARD LIFESTRATEGY FUNDS

This Prospectus  provides  information about the Vanguard  LifeStrategy Funds, a
group of mutual  funds that  invest a fixed  percentage  of assets in up to five
other Vanguard stock and bond mutual funds.  Because they invest in other funds,
rather than in individual securities, each Fund is considered a "fund of funds."
     The LifeStrategy Funds offer four distinct choices for different investment
styles and life stages. Because an investor's risk tolerance,  investment goals,
investment time horizon, and financial  circumstances are subject to change over
time, the LifeStrategy Funds offer alternative  strategies for attaining capital
growth and income.  The allocation to stocks and bonds in each LifeStrategy Fund
reflects its greater or lesser emphasis on pursuing  current income or growth of
capital.
     The profiles  that follow  summarize  each Fund's  objective  and other key
features.  Following the  profiles,  there is important  additional  information
about the 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.
- --------------------------------------------------------------------------------

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
INCOME FUND

The following profile  summarizes key features of Vanguard  LifeStrategy  Income
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide current income and some growth of capital.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 80% of assets to bonds and 20%
to common  stocks.  The Fund's  assets are invested in the  underlying  funds as
follows:
- -    Vanguard Total Bond Market Index Fund        50%
- -    Vanguard Asset Allocation Fund               25%
- -    Vanguard Short-Term Corporate Fund           20%
- -    Vanguard Total Stock Market Index Fund        5%

     The  Fund's  indirect  bond  holdings  are a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade   corporate   bonds.   Its  indirect  stock  holdings   consist
substantially  of  large-cap  U.S.  stocks,  and to a  lesser  extent  mid-  and
small-cap U.S. stocks.

<PAGE>

2

PRIMARY RISKS

The Fund is subject to several stock and bond market  risks,  any of which could
cause an  investor  to lose  money.  However,  because  bonds  usually  are less
volatile than stocks,  and because the Fund invests most of its assets in bonds,
the Fund's overall level of risk should be relatively low.
- -    With  approximately  80% of its  assets  allocated  to  bonds,  the Fund is
     primarily  subject to bond risks:  interest rate risk,  which is the chance
     that bond prices  overall  will decline over short or even long periods due
     to rising  interest  rates;  income risk,  which is the chance that falling
     interest rates will cause the Fund's income to decline;  credit risk, which
     is the chance that a bond issuer will fail to pay interest and principal in
     a timely manner, thus reducing the underlying fund's return; and prepayment
     risk,  which is the chance that during periods of falling interest rates, a
     bond issuer will repay its  higher-yielding  bond  earlier  than  expected,
     forcing the underlying fund to reinvest the unanticipated proceeds at lower
     interest rates.
- -    With  approximately  20% of its assets  allocated  to  stocks,  the Fund is
     subject to stock  market  risk,  which is the chance  that stock  prices in
     general will decline over short or even long periods.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives. For additional information on investment risks, see MORE ON THE
     FUNDS.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
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
bond market index and a composite  stock/bond index weighted to match the Fund's
target  allocation.  Keep in mind  that the  Fund's  past  performance  does not
indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          22.99%
                              1996           7.65%
                              1997          14.23%
                              1998          13.17%
                              1999           2.82%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter  was 6.93%  (quarter  ended June 30,  1995) and the lowest  return for a
quarter was -0.54% (quarter ended September 30, 1999).

<PAGE>

3

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*

      -------------------------------------------------------------------------
      Vanguard LifeStrategy
       Income Fund                 2.82%       11.97%            11.41%
      Lehman Brothers
       Aggregate Bond Index       -0.82         7.73              7.43
      Income Composite Index**     4.97        11.04             10.55
      -------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of
        the following benchmarks: for U.S. stocks, the Wilshire 5000 Total
        Market Index; for bonds, the Lehman Brothers Aggregate Bond Index; and
        for cash reserves, the Salomon Smith Barney 3-Month U.S. Treasury Bill
        Index.
      -------------------------------------------------------------------------

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.28% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $29         $90       $157         $356
- -------------------------------------------------

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

<PAGE>

4

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

DIVIDENDS AND CAPITAL GAINS               MINIMUM INITIAL INVESTMENT
Dividends are distributed                 $3,000; $1,000 for IRAs and custodial
quarterly in March, June, September,      accounts for minors
and December; capital gains, if any,
are distributed annually in December      NEWSPAPER ABBREVIATION
                                          LifeInc
INVESTMENT ADVISER
The Fund does not employ an investment    VANGUARD FUND NUMBER
adviser, but benefits from the            723
investment advisory services provided
to the underlying Vanguard funds          CUSIP NUMBER
in which it invests                       921909206

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VASIX

NET ASSETS AS OF DECEMBER 31, 1999
$555 million

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

<PAGE>

5

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
CONSERVATIVE GROWTH FUND

The  following  profile   summarizes  key  features  of  Vanguard   LifeStrategy
Conservative Growth Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide current income and low to moderate growth of capital.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 60% of assets to bonds and 40%
to common  stocks.  The Fund's  assets are invested in the  underlying  funds as
follows:
- -    Vanguard Total Bond Market Index Fund             30%
- -    Vanguard Asset Allocation Fund                    25%
- -    Vanguard Short-Term Corporate Fund                20%
- -    Vanguard Total Stock Market Index Fund            20%
- -    Vanguard Total International Stock Index Fund      5%

     The  Fund's  indirect  bond  holdings  are a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade   corporate   bonds.   Its  indirect  stock  holdings   consist
substantially  of  large-cap  U.S.  stocks,  and to a  lesser  extent  mid-  and
small-cap U.S. stocks and foreign stocks.

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an  investor  to lose  money.  However,  because  bonds  usually  are less
volatile than stocks,  and because the Fund invests more than half of its assets
in bonds,  the Fund's  overall  level of risk should be low to moderate.
- -    With  approximately  60% of its  assets  allocated  to  bonds,  the Fund is
     subject to bond risks:  interest  rate risk,  which is the chance that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  income risk,  which is the chance that  falling  interest
     rates will cause the Fund's  income to decline;  credit risk,  which is the
     chance that a bond  issuer will fail to pay  interest  and  principal  in a
     timely manner,  thus reducing the underlying fund's return;  and prepayment
     risk,  which is the chance that during periods of falling interest rates, a
     bond issuer will repay its  higher-yielding  bond  earlier  than  expected,
     forcing the underlying fund to reinvest the unanticipated proceeds at lower
     interest rates.
- -    With  approximately  40% of its assets  allocated  to  stocks,  the Fund is
     subject to stock  market  risk,  which is the chance  that stock  prices in
     general will decline over short or even long periods.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives. For additional information on investment risks, see MORE ON THE
     FUNDS.

<PAGE>

6

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 broad-based
stock and bond market indexes and a composite stock/bond index weighted to match
the Fund's target allocation. Keep in mind that the Fund's past performance does
not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          24.35%
                              1996          10.36%
                              1997          16.81%
                              1998          15.88%
                              1999           7.86%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 8.84%  (quarter ended December 31, 1998) and the lowest return for a
quarter was -2.44% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*

      -------------------------------------------------------------------------
      Vanguard LifeStrategy
       Conservative Growth Fund    7.86%       14.91%            14.17%
      Lehman Brothers
       Aggregate Bond Index       -0.82         7.73              7.43
      Wilshire 5000 Total
       Market Index               23.77        27.11             25.47
      Conservative Growth
      Composite Index**            9.98        14.22             13.52
      -------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of
        the following benchmarks: for U.S. stocks, the Wilshire 5000 Total
        Market Index; for international stocks, the Morgan Stanley Capital
        International Europe, Australasia, Far East Index; for bonds, the
        Lehman Brothers Aggregate Bond Index; and for cash reserves, the
        Salomon Smith Barney 3-Month U.S. Treasury Bill Index.
      -------------------------------------------------------------------------

<PAGE>

7

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.29% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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
Dividends are distributed                 $3,000; $1,000 for IRAs and custodial
quarterly in March, June, September,      accounts for minors
and December; capital gains, if any,
are distributed annually in December      NEWSPAPER ABBREVIATION
                                          LifeCon
INVESTMENT ADVISER
The Fund does not employ an investment    VANGUARD FUND NUMBER
adviser, but benefits from the            724
investment advisory services provided
to the underlying Vanguard funds          CUSIP NUMBER
in which it invests                       921909305

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VSCGX

NET ASSETS AS OF DECEMBER 31, 1999
$1.7 billion

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

<PAGE>

8

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
MODERATE GROWTH FUND

The following profile summarizes key features of Vanguard  LifeStrategy Moderate
Growth Fund.

INVESTMENT OBJECTIVE
The Fund  seeks to  provide  growth of capital  and a low to  moderate  level of
current income.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 60% of assets to common stocks
and 40% to bonds.  The Fund's  assets are  invested in the  underlying  funds as
follows:
- -    Vanguard Total Stock Market Index Fund            35%
- -    Vanguard Total Bond Market Index Fund             30%
- -    Vanguard Asset Allocation Fund                    25%
- -    Vanguard Total International Stock Index Fund     10%

     The Fund's indirect stock holdings consist  substantially of large-cap U.S.
stocks,  and to a lesser  extent  mid- and  small-cap  U.S.  stocks and  foreign
stocks.   Its  indirect  bond   holdings  are  a  diversified   mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade  corporate bonds,  with an emphasis on long-term U.S.  Treasury
bonds.

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an  investor  to lose  money.  However,  because  bonds  usually  are less
volatile than stocks, and because the Fund invests a significant  portion of its
assets in bonds,  the Fund's  overall  level of risk should be moderate.
- -    With  approximately  60% of its assets  allocated  to  stocks,  the Fund is
     primarily  subject to stock  market  risk,  which is the chance  that stock
     prices in general will decline over short or even long periods. The Fund is
     also  subject  to  the  following  risks  associated  with  investments  in
     international stocks:  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;  and  country  risk,  which  is  the  chance  that  unfavorable
     developments  in a particular  country--for  example,  political  troubles,
     financial  problems,  or  natural  disasters--will  harm the  international
     portion exposed to that particular country.
- -    With  approximately  40% of its  assets  allocated  to  bonds,  the Fund is
     subject to bond risks:  interest  rate risk,  which is the chance that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  credit risk,  which is the chance that a bond issuer will
     fail to pay interest and  principal in a timely  manner,  thus reducing the
     underlying  fund's return;  and prepayment  risk,  which is the chance that
     during  periods of falling  interest  rates,  a bond  issuer will repay its
     higher-yielding bond earlier than expected,  forcing the underlying fund to
     reinvest the unanticipated proceeds at lower interest rates.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives.
     For additional information on investment risks, see MORE ON THE FUNDS.

<PAGE>

9

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 broad-based
stock and bond market indexes and a composite stock/bond index weighted to match
the Fund's target allocation. Keep in mind that the Fund's past performance does
not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          27.94%
                              1996          12.71%
                              1997          19.77%
                              1998          19.03%
                              1999          12.01%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 13.08% (quarter ended December 31, 1998) and the lowest return for a
quarter was -5.52% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard LifeStrategy
       Moderate Growth Fund       12.01%       18.15%            17.05%
      Lehman Brothers
       Aggregate Bond Index       -0.82         7.73              7.43
      Wilshire 5000 Total
       Market Index               23.77        27.11             25.47
      Moderate Growth
      Composite Index**           13.88        17.96             16.95
      -------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of
        the following benchmarks: for U.S. stocks, the Wilshire 5000 Total
        Market Index; for international stocks, the Morgan Stanley Capital
        International Europe, Australasia, Far East Index; for bonds, the
        Lehman Brothers Aggregate Bond Index; and for cash reserves, the
        Salomon Smith Barney 3-Month U.S. Treasury Bill Index.
      -------------------------------------------------------------------------

<PAGE>

10

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.29% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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
Dividends are distributed                 $3,000; $1,000 for IRAs and custodial
semiannually in June and December;        accounts for minors
capital gains, if any, are distributed
annually in December                      NEWSPAPER ABBREVIATION
                                          LifeMod
INVESTMENT ADVISER
The Fund does not employ an investment    VANGUARD FUND NUMBER
adviser, but benefits from the            914
investment advisory services provided
to the underlying Vanguard funds          CUSIP NUMBER
in which it invests                       921909404

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VSMGX

NET ASSETS AS OF DECEMBER 31, 1999
$3.4 billion

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

<PAGE>

11

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
GROWTH FUND

The following profile  summarizes key features of Vanguard  LifeStrategy  Growth
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide growth of capital and some current income.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 80% of assets to common stocks
and 20% to bonds.  The Fund's  assets are  invested in the  underlying  funds as
follows:
- -    Vanguard Total Stock Market Index Fund            50%
- -    Vanguard Asset Allocation Fund                    25%
- -    Vanguard Total International Stock Index Fund     15%
- -    Vanguard Total Bond Market Index Fund             10%

     The Fund's indirect stock holdings consist  substantially of large-cap U.S.
stocks,  and to a lesser  extent  mid- and  small-cap  U.S.  stocks and  foreign
stocks.   Its  indirect  bond   holdings  are  a  diversified   mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade  corporate  bonds,  with a strong  emphasis on  long-term  U.S.
Treasury bonds.

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an investor to lose money.  Because  stocks usually are more volatile than
bonds,  and the Fund invests more in stocks than the other  LifeStrategy  Funds,
the Fund's  overall  level of risk  should be high  compared  with those  funds;
however,  the  level of risk  should  be  lower  than  that of a fund  investing
entirely in stocks.
- -    With  approximately  80% of its assets  allocated  to  stocks,  the Fund is
     primarily  subject to stock  market  risk,  which is the chance  that stock
     prices in general will decline over short or even long periods. The Fund is
     also  subject  to  the  following  risks  associated  with  investments  in
     international stocks:  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;  and  country  risk,  which  is  the  chance  that  unfavorable
     developments  in a particular  country--for  example,  political  troubles,
     financial  problems,  or  natural  disasters--will  harm the  international
     portion exposed to that particular country.
- -    With  approximately  20% of its  assets  allocated  to  bonds,  the Fund is
     subject to bond risks:  interest  rate risk,  which is the chance that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  credit risk,  which is the chance that a bond issuer will
     fail to pay interest and  principal in a timely  manner,  thus reducing the
     underlying  fund's return;  and prepayment  risk,  which is the chance that
     during  periods of falling  interest  rates,  a bond  issuer will repay its
     higher-yielding bond earlier than expected,  forcing the underlying fund to
     reinvest the unanticipated proceeds at lower interest rates.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives. For additional information on investment risks, see MORE ON THE
     FUNDS.

<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
and five calendar years and since inception  compare with those of a broad-based
stock market index and a composite stock/bond index weighted to match the Fund's
target  allocation.  Keep in mind  that the  Fund's  past  performance  does not
indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          29.24%
                              1996          15.41%
                              1997          22.26%
                              1998          21.40%
                              1999          17.32%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.31% (quarter ended December 31, 1998) and the lowest return for a
quarter was -8.84% (quarter ended September 30, 1998).

      --------------------------------------------------------------------------
           AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      --------------------------------------------------------------------------
                                1 YEAR       5 YEARS        SINCE INCEPTION*
      --------------------------------------------------------------------------
      Vanguard LifeStrategy
       Growth Fund              17.32%        21.03%              19.91%
      Wilshire 5000 Total
       Market Index             23.77         27.11               25.47
      Growth Composite Index**  19.14         21.15               19.91
      --------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of the
        following benchmarks: for U.S. stocks, the Wilshire 5000 Total Market
        Index; for international stocks, the Morgan Stanley Capital
        International Europe, Australasia, Far East Index; for bonds, the
        Lehman Brothers Aggregate Bond Index; and for cash reserves, the
        Salomon Smith Barney 3-Month U.S. Treasury Bill Index.
      --------------------------------------------------------------------------

<PAGE>

13

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.29% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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
Dividends are distributed                 $3,000; $1,000 for IRAs and custodial
semiannually in June and December;        accounts for minors
capital gains, if any, are distributed
annually in December                      NEWSPAPER ABBREVIATION
                                          LifeGro
INVESTMENT ADVISER
The Fund does not employ an investment    VANGUARD FUND NUMBER
adviser, but benefits from the            122
investment advisory services provided
to the underlying Vanguard funds          CUSIP NUMBER
in which it invests                       921909503

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VASGX

NET ASSETS AS OF DECEMBER 31, 1999
$3.2 billion

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

<PAGE>

14

MORE ON THE FUNDS

The  following  sections  discuss  other  important  features  of  the  Vanguard
LifeStrategy  Funds. You will find  information  about the risks of investing in
each Fund throughout these sections.

ASSET ALLOCATION FRAMEWORK
Asset  allocation--that  is, dividing your investment  among stocks,  bonds, and
cash  reserves--is  one  of the  most  critical  decisions  an  investor  makes.
Selecting the appropriate mix should be based on personal investment objectives,
time horizons, and risk tolerances. The LifeStrategy Funds offer varying degrees
of risk  and  reward  by  holding  different  combinations  of  assets,  thereby
providing  shareholders  with a simple way to meet investment needs at different
stages of life.
     Each  Fund  invests  in up to five  underlying  Vanguard  funds to pursue a
target allocation of stocks,  bonds, and cash  instruments.*  Because one of the
underlying  funds  (Vanguard  Asset  Allocation  Fund)  periodically  shifts its
holdings among asset classes,  each LifeStrategy  Fund's asset mix can fluctuate
within a prescribed  range.  The tables  below  illustrate  the  expected  asset
allocation and the potential allocation ranges for each Fund:

- -------------------------------------------------------------------
                  EXPECTED ASSET ALLOCATION
- -------------------------------------------------------------------
                                        STOCKS    BONDS      CASH*
- -------------------------------------------------------------------
LifeStrategy Income Fund                 20%       80%        0%
LifeStrategy Conservative Growth Fund    40%       60%        0%
LifeStrategy Moderate Growth Fund        60%       40%        0%
LifeStrategy Growth Fund                 80%       20%        0%
- -------------------------------------------------------------------

- -------------------------------------------------------------------
                POTENTIAL ASSET ALLOCATION RANGE
- -------------------------------------------------------------------
                                        STOCKS    BONDS      CASH*
- -------------------------------------------------------------------
LifeStrategy Income Fund                5%-30%   70%-95%     0%-25%
LifeStrategy Conservative Growth Fund  25%-50%   50%-75%     0%-25%
LifeStrategy Moderate Growth Fund      45%-70%   30%-55%     0%-25%
LifeStrategy Growth Fund               65%-90%   10%-35%     0%-25%
- -------------------------------------------------------------------

*"Cash" consists of any cash instruments held by Vanguard Asset Allocation Fund,
 one of the underlying Vanguard funds in which the LifeStrategy Funds invest.

PRIMARY INVESTMENT STRATEGIES
This  section  explains  how the Funds pursue  their  individual  objectives  by
investing in different  combinations of Vanguard funds that hold stocks,  bonds,
and cash  instruments.  In addition,  this section  discusses  several important
risks  faced by  investors  in some or all of the  Funds.  The  Funds'  Board of
Trustees  oversees the  management of the Funds,  and may change the  investment
strategies in the interest of shareholders.

MARKET EXPOSURE
Each of the  LifeStrategy  Funds  owns,  indirectly  through  investment  in the
underlying funds, a portfolio of stocks and bonds. Because one of the underlying
funds (Vanguard Asset  Allocation Fund)  periodically  shifts its holdings among
asset classes, it is not possible to precisely describe, in all cases, the types
of stocks and bonds each LifeStrategy Fund

<PAGE>

15

owns.  However,  when the  LifeStrategy  Funds  are  invested  at or near  their
expected asset allocations (see previous page), their portfolios are expected to
be as follows:

LIFESTRATEGY  INCOME  FUND:  Stock  holdings  (20%)  consist   substantially  of
large-cap U.S.  stocks,  and to a lesser extent mid- and small-cap U.S.  stocks.
Bond  holdings  (80%)  are a  diversified  mix  of  short-,  intermediate-,  and
long-term U.S.  government,  U.S. agency  mortgage-backed,  and investment-grade
corporate bonds.
LIFESTRATEGY  CONSERVATIVE  GROWTH FUND:  Stock holdings (40%) consist mainly of
large-cap U.S. stocks, and to a lesser extent mid- and small-cap U.S. stocks and
foreign   stocks.   Bond  holdings  (60%)  are  a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade corporate bonds.
LIFESTRATEGY  MODERATE  GROWTH FUND:  Stock  holdings  (60%)  consist  mainly of
large-cap U.S. stocks, and to a lesser extent mid- and small-cap U.S. stocks and
foreign   stocks.   Bond  holdings  (40%)  are  a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade  corporate bonds,  with an emphasis on long-term U.S.  Treasury
bonds.
LIFESTRATEGY  GROWTH FUND: Stock holdings (80%) consist mainly of large-cap U.S.
stocks,  and to a lesser  extent  mid- and  small-cap  U.S.  stocks and  foreign
stocks. Bond holdings (20%) are a diversified mix of short-, intermediate-,  and
long-term U.S.  government,  U.S. agency  mortgage-backed,  and investment-grade
corporate bonds, with a strong emphasis on long-term U.S. Treasury bonds.

STOCKS
By owning shares of other Vanguard mutual funds, each of the LifeStrategy  Funds
indirectly  invests, to varying degrees, in U.S. common stocks, with emphasis on
large-cap  stocks,  and to a  lesser  extent  in  foreign  stocks  (except  that
LifeStrategy Income Fund will not invest in foreign stocks).

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

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

- ------------------------------------------------------
       U.S. STOCK MARKET RETURNS (1926-1999)
- ------------------------------------------------------
                 1 YEAR  5 YEARS  10 YEARS   20 YEARS
- ------------------------------------------------------
Best              54.2%   28.6%    19.9%      17.9%
Worst            -43.1   -12.4     -0.9        3.1
Average           13.2    11.0     11.1       11.1
- ------------------------------------------------------

<PAGE>

16

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

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

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

     Through their  investments  in one  underlying  fund (the Asset  Allocation
Fund),  the Funds will hold a diversified  combination of common stocks intended
to  parallel  the  performance  of the S&P 500  Index,  which  is  dominated  by
large-cap U.S. common stocks.  Through another  underlying fund (the Total Stock
Market  Index  Fund),  each  Fund  will  hold  a  representative  sample  of the
securities in the Wilshire 5000 Total Market  Index--a  benchmark for the entire
U.S. stock market.
     Keep in mind that a significant portion of the market value of the Wilshire
5000 Index (about 24% as of December 31,  1999) is comprised of  securities  not
included in the S&P 500 Index.  These  securities  are  overwhelmingly  mid- and
small-cap stocks,  which historically have been more volatile than--and at times
have performed quite differently from--the stocks of larger companies.
     By owning shares of Vanguard Total  International  Stock Index Fund,  which
invests  in foreign  stocks,  the  LifeStrategy  Conservative  Growth,  Moderate
Growth,  and Growth Funds are subject to country risk and currency risk. Country
risk is the chance that political  troubles (such as a war),  financial problems
(such as government default),  or natural disasters (such as an earthquake) will
weaken a country's  economy and cause investments in that country to lose money.
Currency risk is the chance that a stronger U.S.  dollar will reduce returns for
Americans investing overseas.  Generally, when the dollar rises in value against
a foreign  currency,  your  investment  in that country  loses value because its
currency is worth fewer U.S. dollars.

BONDS
By owning shares of other Vanguard mutual funds, each of the LifeStrategy  Funds
indirectly  invests,  to varying degrees,  in government,  mortgage-backed,  and
corporate bonds.

[FLAG]THE FUNDS ARE SUBJECT TO INTEREST RATE RISK, WHICH IS THE CHANCE THAT BOND
     PRICES  OVERALL  WILL DECLINE OVER SHORT OR EVEN LONG PERIODS DUE TO RISING
     INTEREST RATES.  INTEREST RATE RISK IS MODEST FOR  SHORTER-TERM  BOND FUNDS
     AND HIGHER FOR LONGER-TERM BOND FUNDS.

<PAGE>

17

     Although  bonds are often thought to be less risky than stocks,  there have
been periods when bond prices have fallen  significantly  due to rising interest
rates.  For  instance,  prices of  long-term  bonds fell by almost  48%  between
December 1976 and September 1981.
     To illustrate the relationship  between bond prices and interest rates, the
following  table shows the effect of a 1% and a 2% change  (both up and down) in
interest rates on three bonds of different maturities, each with a face value of
$1,000.

- --------------------------------------------------------------------------------
                    HOW INTEREST RATE CHANGES AFFECT THE
                           VALUE OF A $1,000 BOND*
- -------------------------------------------------------------------------------
                           AFTER A 1%   AFTER A 1%   AFTER A 2%    AFTER A 2%
TYPE OF BOND (MATURITY)     INCREASE     DECREASE     INCREASE      DECREASE
- -------------------------------------------------------------------------------
Short-Term (2.5 years)        $978        $1,023        $956         $1,046
Intermediate-Term (10 years)   932         1,074         870          1,156
Long-Term (20 years)           901         1,116         816          1,251
- -------------------------------------------------------------------------------

     These  figures are intended only to  illustrate  interest  rate risk;  they
should not be regarded as an indication  of future  returns from the bond market
as a whole, or any Fund in particular.
     Changes in interest rates will affect bond income as well as bond prices.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                           BONDS AND INTEREST RATES

As a rule,  when  interest  rates rise,  bond prices fall.  The opposite is also
true:  Bond  prices go up when  interest  rates  fall.  Why do bond  prices  and
interest  rates move in opposite  directions?  Let's assume that you hold a bond
offering a 5% yield. A year later,  interest rates are on the rise and bonds are
offered with a 6% yield. With  higher-yielding  bonds available,  you would have
trouble selling your 5% bond for the price you  paid--causing  you to lower your
asking  price.  On the other hand,  if interest  rates were falling and 4% bonds
were  being  offered,  you should be able to sell your 5% bond for more than you
paid.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                BOND MATURITIES

A bond is issued with a specific maturity date--the date when the bond's issuer,
or seller,  must pay back the bond's  initial value (known as its "face value").
Bond maturities generally range from less than one year (short-term) to 30 years
(long-term).  The  longer  a  bond's  maturity,  the more  risk  you,  as a bond
investor,  face as interest  rates  rise--but  also the more  interest you could
receive. Long-term bonds are more suitable for investors willing to take greater
risks in hope of higher yields;  short-term bond investors  should be willing to
accept  lower  yields  in  return  for less  fluctuation  in the  value of their
investment.
- --------------------------------------------------------------------------------

[FLAG]THE FUNDS ARE  SUBJECT TO INCOME  RISK,  WHICH IS THE CHANCE THAT A FUND'S
     DIVIDENDS (INCOME) WILL DECLINE DUE TO FALLING INTEREST RATES.  INCOME RISK
     IS GENERALLY HIGHER FOR SHORT-TERM BOND FUNDS, AND LOWER FOR LONG-TERM BOND
     FUNDS.

<PAGE>

18

     Income  risk  is a  concern  primarily  for  the  LifeStrategy  Income  and
Conservative Growth Funds, which, through their ownership of Vanguard Short-Term
Corporate Fund, indirectly own more short-term bonds.

[FLAG]THE FUNDS ARE SUBJECT TO PREPAYMENT  RISK, WHICH IS THE CHANCE THAT DURING
     PERIODS  OF  FALLING   INTEREST   RATES,  A  BOND  ISSUER  WILL  REPAY  ITS
     HIGHER-YIELDING  BOND  EARLIER  THAN  SCHEDULED.  FORCED  TO  REINVEST  THE
     UNANTICIPATED PROCEEDS AT LOWER RATES, THE UNDERLYING FUND WOULD EXPERIENCE
     A DECLINE IN INCOME.

     The risk of prepayment  applies  primarily to  intermediate-  and long-term
corporate  bonds and  mortgage-backed  securities,  which comprise a significant
portion of Vanguard Total Bond Market Index Fund.  Prepayment  risk is a concern
primarily for the LifeStrategy Income Fund, which will invest half of its assets
in the Total Bond Market Index Fund.

[FLAG]THE FUNDS ARE  SUBJECT  TO CREDIT  RISK,  WHICH IS THE CHANCE  THAT A BOND
     ISSUER WILL FAIL TO PAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.

     The credit quality of the bonds held by the underlying funds is expected to
be very high, and thus credit risk of the LifeStrategy Funds should be low.
     To a limited extent,  the Funds are also indirectly  exposed to event risk,
which  is  the  possibility  that  corporate  fixed-income  securities  held  by
underlying  funds may suffer a substantial  decline in credit quality and market
value due to a corporate restructuring.

CASH
Through one underlying fund (Vanguard Asset Allocation  Fund), from 0% to 25% of
the assets of each LifeStrategy Fund can be invested in cash instruments.  These
potential cash holdings make the Funds subject to inflation  risk,  which is the
possibility  that the rising  cost of living may erode the  purchasing  power of
your investment over time.
     Since the Asset  Allocation Fund typically  invests only a small portion of
its  assets  in  cash  instruments,  and  the  LifeStrategy  Funds  invest  only
one-fourth of their assets in the Asset Allocation  Fund,  inflation risk to the
Funds is very low.

SECURITY SELECTION
Each Fund seeks to achieve its  objective by investing in fixed  percentages  of
four  or five  underlying  Vanguard  funds.  The  following  table  shows  these
percentages for each Fund.

- -------------------------------------------------------------------------
                                           LIFESTRATEGY FUND
                                 ----------------------------------------
                                         CONSERVATIVE  MODERATE
UNDERLYING VANGUARD FUND         INCOME     GROWTH      GROWTH    GROWTH
- -------------------------------------------------------------------------
Total Stock Market Index            5%        20%         35%       50%
Total International Stock Index    --          5          10        15
Total Bond Market Index            50         30          30        10
Short-Term Corporate               20         20          --        --
Asset Allocation                   25         25          25        25
- -------------------------------------------------------------------------
Total                             100%       100%        100%      100%
- -------------------------------------------------------------------------

<PAGE>

19

     The allocation of each Fund's assets among the underlying  funds is made by
the  LifeStrategy  Funds'  Board  of  Trustees  based on the  Fund's  investment
objective and policies, and may be changed from time to time without shareholder
approval. The Funds' investments in the underlying funds may be limited at times
by certain factors. For example, the Board of Trustees of an underlying fund may
impose limits on additional investments in the fund.
     The following briefly describes the five underlying Vanguard funds in which
the Funds invest.
- -    Vanguard Total Stock Market Index Fund seeks to provide  investment results
     that parallel the performance of the unmanaged  Wilshire 5000  Index--which
     consists  of all U.S.  common  stocks  traded on the New York and  American
     Stock Exchanges and the NASDAQ  over-the-counter  market--by investing in a
     select sampling of securities in the index.
- -    Vanguard Total  International  Stock Index Fund seeks to provide investment
     results  that  parallel  the  performance  of the  Morgan  Stanley  Capital
     International  (MSCI) Europe,  Australasia,  Far East Index plus the Select
     Emerging  Markets Free Index, by investing in three mutual funds that track
     the various  components of the indexes.  The fund has exposure to stocks in
     more than 35 foreign countries.
- -    Vanguard Total Bond Market Index Fund seeks to provide  investment  results
     that parallel the performance of the Lehman Brothers  Aggregate Bond Index,
     by investing in a select  sampling of securities  in the index.  The Lehman
     Brothers   Aggregate  Bond  Index  provides   extensive   coverage  of  the
     investment-grade debt market in the U.S.--including government,  corporate,
     mortgage-backed, and asset-backed bonds--with maturities of over one year.
- -    Vanguard  Short-Term  Corporate Fund invests in a diversified  portfolio of
     investment-grade  corporate bonds with an expected  average maturity of two
     to three years.
- -    Vanguard Asset  Allocation Fund invests in a mix of common stocks (selected
     to parallel  the  performance  of the S&P 500 Index,  which is dominated by
     large-capitalization  stocks),  long-term  U.S.  Treasury  bonds,  and cash
     equivalents.  The  allocations  are designed to take advantage of perceived
     imbalances  in the relative  returns and risks of each asset class.  At any
     given time, the adviser may allocate all, a portion,  or none of the fund's
     assets to stocks, bonds, or cash reserves.

[FLAG]THROUGH THEIR LIMITED  INVESTMENTS IN  ACTIVELY-MANAGED  UNDERLYING FUNDS,
     THE  LIFESTRATEGY  FUNDS ARE SUBJECT TO MANAGER  RISK,  WHICH IS THE CHANCE
     THAT POOR SECURITY SELECTION WILL CAUSE AN UNDERLYING FUND--AND,  THUS, THE
     LIFESTRATEGY FUNDS--TO UNDERPERFORM FUNDS WITH SIMILAR OBJECTIVES.

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

<PAGE>

20

- --------------------------------------------------------------------------------
                               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 buying and selling of securities by the fund.  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.
- --------------------------------------------------------------------------------

COSTS AND MARKET-TIMING

Some   investors  try  to  profit  from   market-timing--switching   money  into
investments  when they  expect  prices to rise,  and taking  money out when they
expect  the  market  to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore, the 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 or the  underlying  funds.  A  purchase
     request  could be rejected  because of the timing of the request or because
     of a history of excessive trading by the investor.
- -    There is a limit on the  number of times you can  exchange  into and out of
     each 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.

THE FUNDS AND VANGUARD

The LifeStrategy  Funds have entered into an Agreement with Vanguard under which
Vanguard provides all management,  administrative,  and distribution services to
the Funds at cost. The Funds owe Vanguard a sum  sufficient to cover  Vanguard's
out-of-pocket  costs.  The Funds also bear the expenses of services  provided by
other parties (such as auditors,  legal counsel,  and the Funds' custodian),  as
well as taxes and other direct  expenses of the Funds.  However,  the  Agreement
provides  that the  Funds'  expenses  will be  offset  by a  reimbursement  from
Vanguard for (a)  contributions  made by the Funds to the cost of operating  the
underlying  Vanguard  funds in which  the  LifeStrategy  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' Trustees believe that the reimbursements should be sufficient to
offset most, if not all, of the expenses incurred by the Funds.  Therefore,  the
Funds are expected to operate at a very low or zero expense  ratio.  Since their
inception in 1994, the Funds in fact have had no direct net expenses.

<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.
- --------------------------------------------------------------------------------

     Of  course,  shareholders  of  the  LifeStrategy  Funds  will  still  bear,
indirectly,  their  proportionate share of the costs of operating the underlying
Vanguard funds.  During their most recent fiscal years, the underlying funds had
the following expense ratios:
- -    Vanguard Total Stock Market Index Fund            0.20%
- -    Vanguard Total International Stock Index Fund     0.34%
- -    Vanguard Total Bond Market Index Fund             0.20%
- -    Vanguard Short-Term Corporate Fund                0.25%
- -    Vanguard Asset Allocation Fund                    0.49%

     Based on the percentage of each  underlying  fund owned,  the  LifeStrategy
Funds had the  following  indirect  expense  ratios as of December  31,  1999:
- -    LifeStrategy Income Fund                          0.28%
- -    LifeStrategy Conservative Growth Fund             0.29%
- -    LifeStrategy Moderate Growth Fund                 0.29%
- -    LifeStrategy Growth Fund                          0.29%

INVESTMENT ADVISER

The  LifeStrategy  Funds do not employ an investment  adviser,  but they benefit
from the investment  advisory  services  rendered to the underlying  funds.  The
underlying funds are managed by the following investment advisory firms:

- --------------------------------------------------------------------------------
UNDERLYING FUND                         INVESTMENT ADVISORY FIRM
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund  The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Total International Stock
 Index Fund                             The Vanguard Group*
- --------------------------------------------------------------------------------
Vanguard Total Bond Market Index Fund   The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Short-Term Corporate Fund      The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Asset Allocation Fund          Mellon Capital Management Corporation
- --------------------------------------------------------------------------------
*Vanguard Total  International Stock Index Fund does not have its own investment
adviser, but rather benefits from the advisory services provided by The Vanguard
Group to the three underlying funds in which the Total International Stock Index
Fund invests:  Vanguard European Stock Index Fund,  Vanguard Pacific Stock Index
Fund,  and Vanguard  Emerging  Markets Stock Index Fund. The Vanguard Group also
manages the Total International Stock Index Fund's cash assets, if any.
- --------------------------------------------------------------------------------

<PAGE>

22

     The chart below briefly describes each investment advisory firm:

- --------------------------------------------------------------------------------
FIRM                                   BACKGROUND
- --------------------------------------------------------------------------------
Mellon Capital Management Corporation  - Based in San  Francisco, California
                                       - Founded in 1983
                                       - Manages about $86 billion in assets
- --------------------------------------------------------------------------------
The Vanguard Group                     - Based in Valley Forge, Pennsylvania
                                       - Founded in 1975
                                       - Manages about $371 billion in assets
- --------------------------------------------------------------------------------

     The Board of Trustees of an underlying  fund may,  without  prior  approval
from shareholders of the underlying fund or the LifeStrategy  Funds,  change the
terms of any advisory  agreement or hire a new investment  adviser--either  as a
replacement for an existing adviser or as an additional adviser.

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each Fund distributes to shareholders  virtually all of its net income (interest
and  dividends  paid by the  underlying  funds),  as well as any  capital  gains
realized   from  the  sale  of  its  holdings  or  received  as  capital   gains
distributions  from the underlying  funds.  Income  dividends for the Income and
Conservative  Growth Funds generally are distributed in March, June,  September,
and  December;  income  dividends  for the  Moderate  Growth  and  Growth  Funds
generally  are  distributed  in June and December.  Capital gains  distributions
generally occur in December. In addition,  the Fund may occasionally be required
to make supplemental  dividend or capital gains distributions at some other time
during the year. You can receive  distributions  of income  dividends or capital
gains in cash, or you can have them  automatically  reinvested in more shares of
the Fund.

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

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

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
- -    Distributions are taxable to you for federal income tax purposes whether or
     not you reinvest these amounts in additional Fund shares.

<PAGE>

23

- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are  taxable  for  federal  income tax  purposes as if received in
     December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    Dividend and capital gains  distributions that you receive, as well as your
     gains or losses from any sale or exchange of Fund shares, may be subject to
     state and local income taxes.

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

SHARE PRICE

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

<PAGE>

24

     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.
     The Funds' share  prices can be found daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use  different  abbreviations  of the Funds'  names,  but the most  common  are:
LIFEINC, LIFECON, LIFEMOD, and LIFEGRO.

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

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

This explanation uses the LifeStrategy Income Fund as an example. The Fund began
fiscal 1999 with a net asset value (price) of $13.22 per share. During the year,
the Fund earned  $0.69 per share from  investment  income and $0.14 per share in
capital  gains  distributions.  There  was a decline  of $0.47  per  share  from
investments  that had  depreciated  in value or that were sold for lower  prices
than the Fund paid for them.

Shareholders  received $0.76 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($0.36  per  share)  minus the  distributions  ($0.76  per share)
resulted in a share price of $12.82 at the end of the year.  This was a decrease
of $0.40 per share (from  $13.22 at the  beginning  of the year to $12.82 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 2.82% for the year.

As of December 31, 1999, the Fund had $555 million in net assets.  For the year,
its net investment  income  amounted to 5.37% of its average net assets;  and it
sold and replaced securities valued at 11% of its net assets.
- --------------------------------------------------------------------------------

<PAGE>

25

- --------------------------------------------------------------------------------
                                    VANGUARD LIFESTRATEGY INCOME FUND
                                         YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $13.22      $12.43      $11.55      $11.54      $ 9.88
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .69         .63         .63         .64         .49
 Capital Gains Distributions
  Received                  .14         .20         .15         .19         .09
 Net Realized and
  Unrealized Gain (Loss)
  on Investments           (.47)        .78         .83         .03        1.66
                        --------------------------------------------------------
   Total from Investment
    Operations              .36        1.61        1.61         .86        2.24
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.69)       (.63)       (.63)       (.64)       (.49)
 Distributions from
  Realized Capital Gains   (.07)       (.19)       (.10)       (.21)       (.09)
                        --------------------------------------------------------
   Total Distributions     (.76)       (.82)       (.73)       (.85)       (.58)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $12.82      $13.22      $12.43      $11.55      $11.54
================================================================================

TOTAL RETURN              2.82%      13.17%      14.23%       7.65%      22.99%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)          $555        $449        $244        $151        $121
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      5.37%       5.24%       5.54%       5.66%       5.76%
 Turnover Rate              11%          3%          6%         22%          4%
================================================================================

- --------------------------------------------------------------------------------
                              VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND
                                         YEAR ENDED DECEMBER 31,

                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $14.71      $13.40      $12.14      $11.68      $ 9.89
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .64         .58         .56         .53         .47
 Capital Gains Distributions
  Received                  .18         .20         .18         .20         .11
 Net Realized and
  Unrealized Gain (Loss)
  on Investments            .31        1.32        1.27         .46        1.80
                        --------------------------------------------------------
   Total from Investment
    Operations             1.13        2.10        2.01        1.19        2.38
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.63)       (.59)       (.56)       (.53)       (.47)
 Distributions from
  Realized Capital Gains   (.11)       (.20)       (.19)       (.20)       (.12)
                        --------------------------------------------------------
   Total Distributions     (.74)       (.79)       (.75)       (.73)       (.59)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $15.10      $14.71      $13.40      $12.14      $11.68
================================================================================

TOTAL RETURN              7.86%      15.88%      16.81%      10.36%      24.35%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $1,748      $1,416        $803        $462        $219
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      4.34%       4.32%       4.61%       4.86%       5.14%
 Turnover Rate               5%          3%          1%          2%          1%
================================================================================

<PAGE>

26

- --------------------------------------------------------------------------------
                                      VANGUARD LIFESTRATEGY MODERATE
                                               GROWTH FUND
                                         YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $16.86      $14.81      $12.97      $12.11      $ 9.86
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .55        .510        .490         .44         .36
 Capital Gains Distributions
  Received                  .24        .241        .236         .22         .13
 Net Realized and
  Unrealized Gain (Loss)
  on Investments           1.21       2.054       1.819         .87        2.25

                        --------------------------------------------------------
   Total from Investment
    Operations             2.00       2.805       2.545        1.53        2.74
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.55)      (.510)      (.490)       (.44)       (.36)
 Distributions from
  Realized Capital Gains   (.13)      (.245)      (.215)       (.23)       (.13)
                        --------------------------------------------------------
   Total Distributions     (.68)      (.755)      (.705)       (.67)       (.49)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $18.18      $16.86      $14.81      $12.97      $12.11
================================================================================

TOTAL RETURN             12.01%      19.03%      19.77%      12.71%      27.94%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $3,441      $2,202      $1,358        $826        $235
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      3.47%       3.43%       3.72%       3.98%       4.42%
 Turnover Rate               3%          5%          2%          3%          1%
================================================================================

- --------------------------------------------------------------------------------
                                    VANGUARD LIFESTRATEGY GROWTH FUND
                                         YEAR ENDED DECEMBER 31,

                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $18.79      $16.04      $13.68      $12.36      $ 9.93
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .45        .410         .39         .34         .32
 Capital Gains Distributions
  Received                  .29        .264         .28         .24         .14
 Net Realized and
  Unrealized Gain (Loss)
  on Investments           2.49       2.751        2.36        1.32        2.43
                        --------------------------------------------------------
   Total from Investment
    Operations             3.23       3.425        3.03        1.90        2.89
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.45)      (.410)       (.38)       (.35)       (.31)
 Distributions from
  Realized Capital Gains   (.16)      (.265)       (.29)       (.23)       (.15)
                        --------------------------------------------------------
   Total Distributions     (.61)      (.675)       (.67)       (.58)       (.46)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $21.41      $18.79      $16.04      $13.68      $12.36
================================================================================

TOTAL RETURN             17.32%      21.40%      22.26%      15.41%      29.24%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $3,177      $1,924      $1,184        $629        $217
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      2.50%       2.53%       2.84%       3.18%       3.67%
 Turnover Rate               1%          2%          1%          0%          1%
================================================================================

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

<PAGE>

27

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

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


SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for these Funds unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [BOOK]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [COMPUTER]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions  online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

28

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

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

TYPES OF ACCOUNTS

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

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

<PAGE>

29

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
The Funds  reserve  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial investment.  Each Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-(insert  appropriate Fund number;
see  below)
Vanguard LifeStrategy Income Fund-723;
Vanguard LifeStrategy Conservative Growth Fund-724;
Vanguard LifeStrategy Moderate Growth Fund-914;
Vanguard LifeStrategy Growth Fund-122
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

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

For clients of Vanguard's Institutional Division . . .

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

<PAGE>

30

- --------------------------------------------------------------------------------
BY TELEPHONE TO . . . [PHONE]
open a new account
Call Vanguard  Tele-Account*  24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address,  taxpayer  identification  number, and account type). (Note that
some restrictions apply to index fund accounts.)

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

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

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

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard LifeStrategy Income Fund-723;
Vanguard LifeStrategy Conservative Growth Fund-724;
Vanguard LifeStrategy Moderate Growth Fund-914;
Vanguard LifeStrategy Growth Fund-122
[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.

<PAGE>

31

- --------------------------------------------------------------------------------
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--a  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 signatures of all current account owners on
     your written instructions.

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

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

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

<PAGE>

32

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

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

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

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

<PAGE>

33

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

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

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

For clients of Vanguard's Institutional Division . . .

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

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

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.

<PAGE>

34

- -    The amount of the transaction (in dollars or shares).
- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

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

TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account transactions can disrupt management of the Fund and
increase the Fund's costs for all shareholders, Vanguard limits account activity
as follows:
- -    You may make no more than TWO SUBSTANTIVE "ROUND TRIPS" THROUGH EACH OF THE
     FUNDS during any 12-month period.
- -    Your round trips through the Fund must be at least 30 days apart.
- -    A 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 one of the Funds followed by a purchase
back into the same Fund. Also, a "round trip" covers  transactions  accomplished
by any combination of methods,  including transactions conducted by check, wire,
or exchange to/from another Vanguard fund.  "Substantive"  means a dollar amount
that Vanguard  determines,  in its sole  discretion,  could adversely affect the
management of that Fund.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

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

TRANSFERRING REGISTRATION

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

<PAGE>

35

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 your 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,  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]
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.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE COST REVIEW STATEMENT [BOOK]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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.

BALANCED FUND
A mutual fund that seeks to provide some combination of income,  capital growth,
and conservation of capital by investing in stocks,  bonds,  and/or money market
instruments.

BOND
A debt security (IOU) issued by a corporation,  government, or government agency
in exchange for the money you lend it. In most  instances,  the issuer agrees to
pay back the loan by a specific date and to make regular interest payments until
that date.

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

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.

CREDIT QUALITY
A measure of a bond  issuer's  ability to pay interest and principal in a timely
manner.

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

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

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.

FUND OF FUNDS
A mutual fund that  pursues its  objective  by  investing  in other mutual funds
rather than in individual securities.

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

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

NET ASSET VALUE (NAV)
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.

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

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

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

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

<PAGE>

                                                    [SHIP(R) 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 LifeStrategy Funds, the
following documents are available
free upon request:

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

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

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

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

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

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

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

TEXT TELEPHONE:
1-800-749-7273

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

Funds' Investment Company Act file
number: 811-3919

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

P088N-04/28/2000


<PAGE>



                                                          VANGUARD
                                                          LIFESTRATEGY(R)
                                                          FUNDS

                                                          Participant Prospectus
                                                          April 28, 2000

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

VANGUARD LIFESTRATEGY
INCOME FUND

VANGUARD LIFESTRATEGY
CONSERVATIVE GROWTH
FUND

VANGUARD LIFESTRATEGY
MODERATE GROWTH FUND

VANGUARD LIFESTRATEGY
GROWTH FUND

                                                    [THE VANGUARD GROUP(R) LOGO]

<PAGE>


VANGUARD(R) LIFESTRATEGY(R) FUNDS
Participant Prospectus
April 28, 2000

- --------------------------------------------------------------------------------
   CONTENTS
- --------------------------------------------------------------------------------
  1 AN INTRODUCTION TO VANGUARD                20 THE FUNDS AND VANGUARD
    LIFESTRATEGY FUNDS
                                               21 INVESTMENT ADVISER
  1 FUND PROFILES
                                               22 DIVIDENDS, CAPITAL GAINS, AND
     1 Vanguard LifeStrategy Income Fund          TAXES

     5 Vanguard LifeStrategy Conservative      22 SHARE PRICE
       Growth Fund
                                               23 FINANCIAL HIGHLIGHTS
     8 Vanguard LifeStrategy Moderate
       Growth Fund                             26 INVESTING WITH VANGUARD

    11 Vanguard LifeStrategy Growth Fund       27 ACCESSING FUND INFORMATION BY
                                                  COMPUTER
 14 MORE ON THE FUNDS
                                               GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------

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

This  prospectus  explains the objective,  risks,  and strategies of each of the
Vanguard LifeStrategy 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

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


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 VANGUARD LIFESTRATEGY FUNDS

This Prospectus  provides  information about the Vanguard  LifeStrategy Funds, a
group of mutual  funds that  invest a fixed  percentage  of assets in up to five
other Vanguard stock and bond mutual funds.  Because they invest in other funds,
rather than in individual securities, each Fund is considered a "fund of funds."
     The LifeStrategy Funds offer four distinct choices for different investment
styles and life stages. Because an investor's risk tolerance,  investment goals,
investment time horizon, and financial  circumstances are subject to change over
time, the LifeStrategy Funds offer alternative  strategies for attaining capital
growth and income.  The allocation to stocks and bonds in each LifeStrategy Fund
reflects its greater or lesser emphasis on pursuing  current income or growth of
capital.
     The profiles  that follow  summarize  each Fund's  objective  and other key
features.  Following the  profiles,  there is important  additional  information
about the 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.
- --------------------------------------------------------------------------------

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
INCOME FUND

The following profile  summarizes key features of Vanguard  LifeStrategy  Income
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide current income and some growth of capital.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 80% of assets to bonds and 20%
to common  stocks.  The Fund's  assets are invested in the  underlying  funds as
follows:
- -    Vanguard Total Bond Market Index Fund        50%
- -    Vanguard Asset Allocation Fund               25%
- -    Vanguard Short-Term Corporate Fund           20%
- -    Vanguard Total Stock Market Index Fund        5%

     The  Fund's  indirect  bond  holdings  are a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade   corporate   bonds.   Its  indirect  stock  holdings   consist
substantially  of  large-cap  U.S.  stocks,  and to a  lesser  extent  mid-  and
small-cap U.S. stocks.

<PAGE>

2

PRIMARY RISKS

The Fund is subject to several stock and bond market  risks,  any of which could
cause an  investor  to lose  money.  However,  because  bonds  usually  are less
volatile than stocks,  and because the Fund invests most of its assets in bonds,
the Fund's overall level of risk should be relatively low.
- -    With  approximately  80% of its  assets  allocated  to  bonds,  the Fund is
     primarily  subject to bond risks:  interest rate risk,  which is the chance
     that bond prices  overall  will decline over short or even long periods due
     to rising  interest  rates;  income risk,  which is the chance that falling
     interest rates will cause the Fund's income to decline;  credit risk, which
     is the chance that a bond issuer will fail to pay interest and principal in
     a timely manner, thus reducing the underlying fund's return; and prepayment
     risk,  which is the chance that during periods of falling interest rates, a
     bond issuer will repay its  higher-yielding  bond  earlier  than  expected,
     forcing the underlying fund to reinvest the unanticipated proceeds at lower
     interest rates.
- -    With  approximately  20% of its assets  allocated  to  stocks,  the Fund is
     subject to stock  market  risk,  which is the chance  that stock  prices in
     general will decline over short or even long periods.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives. For additional information on investment risks, see MORE ON THE
     FUNDS.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
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
bond market index and a composite  stock/bond index weighted to match the Fund's
target  allocation.  Keep in mind  that the  Fund's  past  performance  does not
indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          22.99%
                              1996           7.65%
                              1997          14.23%
                              1998          13.17%
                              1999           2.82%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter  was 6.93%  (quarter  ended June 30,  1995) and the lowest  return for a
quarter was -0.54% (quarter ended September 30, 1999).

<PAGE>

3

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*

      -------------------------------------------------------------------------
      Vanguard LifeStrategy
       Income Fund                 2.82%       11.97%            11.41%
      Lehman Brothers
       Aggregate Bond Index       -0.82         7.73              7.43
      Income Composite Index**     4.97        11.04             10.55
      -------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of
        the following benchmarks: for U.S. stocks, the Wilshire 5000 Total
        Market Index; for bonds, the Lehman Brothers Aggregate Bond Index; and
        for cash reserves, the Salomon Smith Barney 3-Month U.S. Treasury Bill
        Index.
      -------------------------------------------------------------------------

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.28% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $29         $90       $157         $356
- -------------------------------------------------

     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               NET ASSETS AS OF DECEMBER 31, 1999
Dividends are distributed                 $555 million
quarterly in March, June, September,
and December; capital gains, if any,      NEWSPAPER ABBREVIATION
are distributed annually in December      LifeInc

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Fund does not employ an investment    723
adviser, but benefits from the
investment advisory services provided     CUSIP NUMBER
to the underlying Vanguard funds          921909206
in which it invests
                                          TICKER SYMBOL
INCEPTION DATE                            VASIX
September 30, 1994
- --------------------------------------------------------------------------------

<PAGE>

5

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
CONSERVATIVE GROWTH FUND

The  following  profile   summarizes  key  features  of  Vanguard   LifeStrategy
Conservative Growth Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide current income and low to moderate growth of capital.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 60% of assets to bonds and 40%
to common  stocks.  The Fund's  assets are invested in the  underlying  funds as
follows:
- -    Vanguard Total Bond Market Index Fund             30%
- -    Vanguard Asset Allocation Fund                    25%
- -    Vanguard Short-Term Corporate Fund                20%
- -    Vanguard Total Stock Market Index Fund            20%
- -    Vanguard Total International Stock Index Fund      5%

     The  Fund's  indirect  bond  holdings  are a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade   corporate   bonds.   Its  indirect  stock  holdings   consist
substantially  of  large-cap  U.S.  stocks,  and to a  lesser  extent  mid-  and
small-cap U.S. stocks and foreign stocks.

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an  investor  to lose  money.  However,  because  bonds  usually  are less
volatile than stocks,  and because the Fund invests more than half of its assets
in bonds,  the Fund's  overall  level of risk should be low to moderate.
- -    With  approximately  60% of its  assets  allocated  to  bonds,  the Fund is
     subject to bond risks:  interest  rate risk,  which is the chance that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  income risk,  which is the chance that  falling  interest
     rates will cause the Fund's  income to decline;  credit risk,  which is the
     chance that a bond  issuer will fail to pay  interest  and  principal  in a
     timely manner,  thus reducing the underlying fund's return;  and prepayment
     risk,  which is the chance that during periods of falling interest rates, a
     bond issuer will repay its  higher-yielding  bond  earlier  than  expected,
     forcing the underlying fund to reinvest the unanticipated proceeds at lower
     interest rates.
- -    With  approximately  40% of its assets  allocated  to  stocks,  the Fund is
     subject to stock  market  risk,  which is the chance  that stock  prices in
     general will decline over short or even long periods.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives. For additional information on investment risks, see MORE ON THE
     FUNDS.

<PAGE>

6

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 broad-based
stock and bond market indexes and a composite stock/bond index weighted to match
the Fund's target allocation. Keep in mind that the Fund's past performance does
not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          24.35%
                              1996          10.36%
                              1997          16.81%
                              1998          15.88%
                              1999           7.86%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 8.84%  (quarter ended December 31, 1998) and the lowest return for a
quarter was -2.44% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*

      -------------------------------------------------------------------------
      Vanguard LifeStrategy
       Conservative Growth Fund    7.86%       14.91%            14.17%
      Lehman Brothers
       Aggregate Bond Index       -0.82         7.73              7.43
      Wilshire 5000 Total
       Market Index               23.77        27.11             25.47
      Conservative Growth
      Composite Index**            9.98        14.22             13.52
      -------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of
        the following benchmarks: for U.S. stocks, the Wilshire 5000 Total
        Market Index; for international stocks, the Morgan Stanley Capital
        International Europe, Australasia, Far East Index; for bonds, the
        Lehman Brothers Aggregate Bond Index; and for cash reserves, the
        Salomon Smith Barney 3-Month U.S. Treasury Bill Index.
      -------------------------------------------------------------------------

<PAGE>

7

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.29% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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               NET ASSETS AS OF DECEMBER 31, 1999
Dividends are distributed                 $1.7 billion
quarterly in March, June, September,
and December; capital gains, if any,      NEWSPAPER ABBREVIATION
are distributed annually in December      LifeCon

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Fund does not employ an investment    724
adviser, but benefits from the
investment advisory services provided     CUSIP NUMBER
to the underlying Vanguard funds          921909305
in which it invests

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VSCGX
- --------------------------------------------------------------------------------

<PAGE>

8

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
MODERATE GROWTH FUND

The following profile summarizes key features of Vanguard  LifeStrategy Moderate
Growth Fund.

INVESTMENT OBJECTIVE
The Fund  seeks to  provide  growth of capital  and a low to  moderate  level of
current income.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 60% of assets to common stocks
and 40% to bonds.  The Fund's  assets are  invested in the  underlying  funds as
follows:
- -    Vanguard Total Stock Market Index Fund            35%
- -    Vanguard Total Bond Market Index Fund             30%
- -    Vanguard Asset Allocation Fund                    25%
- -    Vanguard Total International Stock Index Fund     10%

     The Fund's indirect stock holdings consist  substantially of large-cap U.S.
stocks,  and to a lesser  extent  mid- and  small-cap  U.S.  stocks and  foreign
stocks.   Its  indirect  bond   holdings  are  a  diversified   mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade  corporate bonds,  with an emphasis on long-term U.S.  Treasury
bonds.

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an  investor  to lose  money.  However,  because  bonds  usually  are less
volatile than stocks, and because the Fund invests a significant  portion of its
assets in bonds,  the Fund's  overall  level of risk should be moderate.
- -    With  approximately  60% of its assets  allocated  to  stocks,  the Fund is
     primarily  subject to stock  market  risk,  which is the chance  that stock
     prices in general will decline over short or even long periods. The Fund is
     also  subject  to  the  following  risks  associated  with  investments  in
     international stocks:  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;  and  country  risk,  which  is  the  chance  that  unfavorable
     developments  in a particular  country--for  example,  political  troubles,
     financial  problems,  or  natural  disasters--will  harm the  international
     portion exposed to that particular country.
- -    With  approximately  40% of its  assets  allocated  to  bonds,  the Fund is
     subject to bond risks:  interest  rate risk,  which is the chance that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  credit risk,  which is the chance that a bond issuer will
     fail to pay interest and  principal in a timely  manner,  thus reducing the
     underlying  fund's return;  and prepayment  risk,  which is the chance that
     during  periods of falling  interest  rates,  a bond  issuer will repay its
     higher-yielding bond earlier than expected,  forcing the underlying fund to
     reinvest the unanticipated proceeds at lower interest rates.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives.
     For additional information on investment risks, see MORE ON THE FUNDS.

<PAGE>

9

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 broad-based
stock and bond market indexes and a composite stock/bond index weighted to match
the Fund's target allocation. Keep in mind that the Fund's past performance does
not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          27.94%
                              1996          12.71%
                              1997          19.77%
                              1998          19.03%
                              1999          12.01%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 13.08% (quarter ended December 31, 1998) and the lowest return for a
quarter was -5.52% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard LifeStrategy
       Moderate Growth Fund       12.01%       18.15%            17.05%
      Lehman Brothers
       Aggregate Bond Index       -0.82         7.73              7.43
      Wilshire 5000 Total
       Market Index               23.77        27.11             25.47
      Moderate Growth
      Composite Index**           13.88        17.96             16.95
      -------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of
        the following benchmarks: for U.S. stocks, the Wilshire 5000 Total
        Market Index; for international stocks, the Morgan Stanley Capital
        International Europe, Australasia, Far East Index; for bonds, the
        Lehman Brothers Aggregate Bond Index; and for cash reserves, the
        Salomon Smith Barney 3-Month U.S. Treasury Bill Index.
      -------------------------------------------------------------------------

<PAGE>

10

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.29% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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               NET ASSETS AS OF DECEMBER 31, 1999
Dividends are distributed                 $3.4 billion
semiannually in June and December;
capital gains, if any, are distributed    NEWSPAPER ABBREVIATION
annually in December                      LifeMod

INVESTMENT ADVISER                        VANGUARD FUND NUMBER
The Fund does not employ an investment    914
adviser, but benefits from the
investment advisory services provided     CUSIP NUMBER
to the underlying Vanguard funds          921909404
in which it invests

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VSMGX
- --------------------------------------------------------------------------------

<PAGE>

11

FUND PROFILE--VANGUARD(R) LIFESTRATEGY(R)
GROWTH FUND

The following profile  summarizes key features of Vanguard  LifeStrategy  Growth
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide growth of capital and some current income.

INVESTMENT STRATEGIES
The Fund invests in other  Vanguard  mutual funds  according to a fixed  formula
that typically  results in an allocation of about 80% of assets to common stocks
and 20% to bonds.  The Fund's  assets are  invested in the  underlying  funds as
follows:
- -    Vanguard Total Stock Market Index Fund            50%
- -    Vanguard Asset Allocation Fund                    25%
- -    Vanguard Total International Stock Index Fund     15%
- -    Vanguard Total Bond Market Index Fund             10%

     The Fund's indirect stock holdings consist  substantially of large-cap U.S.
stocks,  and to a lesser  extent  mid- and  small-cap  U.S.  stocks and  foreign
stocks.   Its  indirect  bond   holdings  are  a  diversified   mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade  corporate  bonds,  with a strong  emphasis on  long-term  U.S.
Treasury bonds.

PRIMARY RISKS
The Fund is subject to several stock and bond market  risks,  any of which could
cause an investor to lose money.  Because  stocks usually are more volatile than
bonds,  and the Fund invests more in stocks than the other  LifeStrategy  Funds,
the Fund's  overall  level of risk  should be high  compared  with those  funds;
however,  the  level of risk  should  be  lower  than  that of a fund  investing
entirely in stocks.
- -    With  approximately  80% of its assets  allocated  to  stocks,  the Fund is
     primarily  subject to stock  market  risk,  which is the chance  that stock
     prices in general will decline over short or even long periods. The Fund is
     also  subject  to  the  following  risks  associated  with  investments  in
     international stocks:  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;  and  country  risk,  which  is  the  chance  that  unfavorable
     developments  in a particular  country--for  example,  political  troubles,
     financial  problems,  or  natural  disasters--will  harm the  international
     portion exposed to that particular country.
- -    With  approximately  20% of its  assets  allocated  to  bonds,  the Fund is
     subject to bond risks:  interest  rate risk,  which is the chance that bond
     prices  overall  will decline over short or even long periods due to rising
     interest  rates;  credit risk,  which is the chance that a bond issuer will
     fail to pay interest and  principal in a timely  manner,  thus reducing the
     underlying  fund's return;  and prepayment  risk,  which is the chance that
     during  periods of falling  interest  rates,  a bond  issuer will repay its
     higher-yielding bond earlier than expected,  forcing the underlying fund to
     reinvest the unanticipated proceeds at lower interest rates.
- -    The Fund is also  subject to manager  risk,  which is the chance  that poor
     security selection will cause one of the Fund's actively-managed underlying
     funds--and,  thus,  the Fund  itself--to  underperform  funds with  similar
     objectives. For additional information on investment risks, see MORE ON THE
     FUNDS.

<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
and five calendar years and since inception  compare with those of a broad-based
stock market index and a composite stock/bond index weighted to match the Fund's
target  allocation.  Keep in mind  that the  Fund's  past  performance  does not
indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995          29.24%
                              1996          15.41%
                              1997          22.26%
                              1998          21.40%
                              1999          17.32%
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.31% (quarter ended December 31, 1998) and the lowest return for a
quarter was -8.84% (quarter ended September 30, 1998).

      --------------------------------------------------------------------------
           AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      --------------------------------------------------------------------------
                                1 YEAR       5 YEARS        SINCE INCEPTION*
      --------------------------------------------------------------------------
      Vanguard LifeStrategy
       Growth Fund              17.32%        21.03%              19.91%
      Wilshire 5000 Total
       Market Index             23.77         27.11               25.47
      Growth Composite Index**  19.14         21.15               19.91
      --------------------------------------------------------------------------
       *September 30, 1994.
      **Derived by applying the Fund's target allocation to the results of the
        following benchmarks: for U.S. stocks, the Wilshire 5000 Total Market
        Index; for international stocks, the Morgan Stanley Capital
        International Europe, Australasia, Far East Index; for bonds, the
        Lehman Brothers Aggregate Bond Index; and for cash reserves, the
        Salomon Smith Barney 3-Month U.S. Treasury Bill Index.
      --------------------------------------------------------------------------

<PAGE>

13

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

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

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

    +Although the 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 investments in the underlying  funds,
     was 0.29% 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 of the Fund and its underlying funds 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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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               NET ASSETS AS OF DECEMBER 31, 1999
Dividends are distributed                 $3.2 billion
semiannually in June and December;
capital gains, if any, are distributed    NEWSPAPER ABBREVIATION
annually in December                      LifeGro

INVESTMENT ADVISER
The Fund does not employ an investment    VANGUARD FUND NUMBER
adviser, but benefits from the            122
investment advisory services provided
to the underlying Vanguard funds          CUSIP NUMBER
in which it invests                       921909503

INCEPTION DATE                            TICKER SYMBOL
September 30, 1994                        VASGX
- --------------------------------------------------------------------------------

<PAGE>

14

MORE ON THE FUNDS

The  following  sections  discuss  other  important  features  of  the  Vanguard
LifeStrategy  Funds. You will find  information  about the risks of investing in
each Fund throughout these sections.

ASSET ALLOCATION FRAMEWORK
Asset  allocation--that  is, dividing your investment  among stocks,  bonds, and
cash  reserves--is  one  of the  most  critical  decisions  an  investor  makes.
Selecting the appropriate mix should be based on personal investment objectives,
time horizons, and risk tolerances. The LifeStrategy Funds offer varying degrees
of risk  and  reward  by  holding  different  combinations  of  assets,  thereby
providing  shareholders  with a simple way to meet investment needs at different
stages of life.
     Each  Fund  invests  in up to five  underlying  Vanguard  funds to pursue a
target allocation of stocks,  bonds, and cash  instruments.*  Because one of the
underlying  funds  (Vanguard  Asset  Allocation  Fund)  periodically  shifts its
holdings among asset classes,  each LifeStrategy  Fund's asset mix can fluctuate
within a prescribed  range.  The tables  below  illustrate  the  expected  asset
allocation and the potential allocation ranges for each Fund:

- -------------------------------------------------------------------
                  EXPECTED ASSET ALLOCATION
- -------------------------------------------------------------------
                                        STOCKS    BONDS      CASH*
- -------------------------------------------------------------------
LifeStrategy Income Fund                 20%       80%        0%
LifeStrategy Conservative Growth Fund    40%       60%        0%
LifeStrategy Moderate Growth Fund        60%       40%        0%
LifeStrategy Growth Fund                 80%       20%        0%
- -------------------------------------------------------------------

- -------------------------------------------------------------------
                POTENTIAL ASSET ALLOCATION RANGE
- -------------------------------------------------------------------
                                        STOCKS    BONDS      CASH*
- -------------------------------------------------------------------
LifeStrategy Income Fund                5%-30%   70%-95%     0%-25%
LifeStrategy Conservative Growth Fund  25%-50%   50%-75%     0%-25%
LifeStrategy Moderate Growth Fund      45%-70%   30%-55%     0%-25%
LifeStrategy Growth Fund               65%-90%   10%-35%     0%-25%
- -------------------------------------------------------------------

*"Cash" consists of any cash instruments held by Vanguard Asset Allocation Fund,
 one of the underlying Vanguard funds in which the LifeStrategy Funds invest.

PRIMARY INVESTMENT STRATEGIES
This  section  explains  how the Funds pursue  their  individual  objectives  by
investing in different  combinations of Vanguard funds that hold stocks,  bonds,
and cash  instruments.  In addition,  this section  discusses  several important
risks  faced by  investors  in some or all of the  Funds.  The  Funds'  Board of
Trustees  oversees the  management of the Funds,  and may change the  investment
strategies in the interest of shareholders.

MARKET EXPOSURE
Each of the  LifeStrategy  Funds  owns,  indirectly  through  investment  in the
underlying funds, a portfolio of stocks and bonds. Because one of the underlying
funds (Vanguard Asset  Allocation Fund)  periodically  shifts its holdings among
asset classes, it is not possible to precisely describe, in all cases, the types
of stocks and bonds each LifeStrategy Fund

<PAGE>

15

owns.  However,  when the  LifeStrategy  Funds  are  invested  at or near  their
expected asset allocations (see previous page), their portfolios are expected to
be as follows:

LIFESTRATEGY  INCOME  FUND:  Stock  holdings  (20%)  consist   substantially  of
large-cap U.S.  stocks,  and to a lesser extent mid- and small-cap U.S.  stocks.
Bond  holdings  (80%)  are a  diversified  mix  of  short-,  intermediate-,  and
long-term U.S.  government,  U.S. agency  mortgage-backed,  and investment-grade
corporate bonds.
LIFESTRATEGY  CONSERVATIVE  GROWTH FUND:  Stock holdings (40%) consist mainly of
large-cap U.S. stocks, and to a lesser extent mid- and small-cap U.S. stocks and
foreign   stocks.   Bond  holdings  (60%)  are  a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade corporate bonds.
LIFESTRATEGY  MODERATE  GROWTH FUND:  Stock  holdings  (60%)  consist  mainly of
large-cap U.S. stocks, and to a lesser extent mid- and small-cap U.S. stocks and
foreign   stocks.   Bond  holdings  (40%)  are  a  diversified  mix  of  short-,
intermediate-,  and long-term U.S. government, U.S. agency mortgage-backed,  and
investment-grade  corporate bonds,  with an emphasis on long-term U.S.  Treasury
bonds.
LIFESTRATEGY  GROWTH FUND: Stock holdings (80%) consist mainly of large-cap U.S.
stocks,  and to a lesser  extent  mid- and  small-cap  U.S.  stocks and  foreign
stocks. Bond holdings (20%) are a diversified mix of short-, intermediate-,  and
long-term U.S.  government,  U.S. agency  mortgage-backed,  and investment-grade
corporate bonds, with a strong emphasis on long-term U.S. Treasury bonds.

STOCKS
By owning shares of other Vanguard mutual funds, each of the LifeStrategy  Funds
indirectly  invests, to varying degrees, in U.S. common stocks, with emphasis on
large-cap  stocks,  and to a  lesser  extent  in  foreign  stocks  (except  that
LifeStrategy Income Fund will not invest in foreign stocks).

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

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

- ------------------------------------------------------
       U.S. STOCK MARKET RETURNS (1926-1999)
- ------------------------------------------------------
                 1 YEAR  5 YEARS  10 YEARS   20 YEARS
- ------------------------------------------------------
Best              54.2%   28.6%    19.9%      17.9%
Worst            -43.1   -12.4     -0.9        3.1
Average           13.2    11.0     11.1       11.1
- ------------------------------------------------------

<PAGE>

16

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

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

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

     Through their  investments  in one  underlying  fund (the Asset  Allocation
Fund),  the Funds will hold a diversified  combination of common stocks intended
to  parallel  the  performance  of the S&P 500  Index,  which  is  dominated  by
large-cap U.S. common stocks.  Through another  underlying fund (the Total Stock
Market  Index  Fund),  each  Fund  will  hold  a  representative  sample  of the
securities in the Wilshire 5000 Total Market  Index--a  benchmark for the entire
U.S. stock market.
     Keep in mind that a significant portion of the market value of the Wilshire
5000 Index (about 24% as of December 31,  1999) is comprised of  securities  not
included in the S&P 500 Index.  These  securities  are  overwhelmingly  mid- and
small-cap stocks,  which historically have been more volatile than--and at times
have performed quite differently from--the stocks of larger companies.
     By owning shares of Vanguard Total  International  Stock Index Fund,  which
invests  in foreign  stocks,  the  LifeStrategy  Conservative  Growth,  Moderate
Growth,  and Growth Funds are subject to country risk and currency risk. Country
risk is the chance that political  troubles (such as a war),  financial problems
(such as government default),  or natural disasters (such as an earthquake) will
weaken a country's  economy and cause investments in that country to lose money.
Currency risk is the chance that a stronger U.S.  dollar will reduce returns for
Americans investing overseas.  Generally, when the dollar rises in value against
a foreign  currency,  your  investment  in that country  loses value because its
currency is worth fewer U.S. dollars.

BONDS
By owning shares of other Vanguard mutual funds, each of the LifeStrategy  Funds
indirectly  invests,  to varying degrees,  in government,  mortgage-backed,  and
corporate bonds.

[FLAG]THE FUNDS ARE SUBJECT TO INTEREST RATE RISK, WHICH IS THE CHANCE THAT BOND
     PRICES  OVERALL  WILL DECLINE OVER SHORT OR EVEN LONG PERIODS DUE TO RISING
     INTEREST RATES.  INTEREST RATE RISK IS MODEST FOR  SHORTER-TERM  BOND FUNDS
     AND HIGHER FOR LONGER-TERM BOND FUNDS.

<PAGE>

17

     Although  bonds are often thought to be less risky than stocks,  there have
been periods when bond prices have fallen  significantly  due to rising interest
rates.  For  instance,  prices of  long-term  bonds fell by almost  48%  between
December 1976 and September 1981.
     To illustrate the relationship  between bond prices and interest rates, the
following  table shows the effect of a 1% and a 2% change  (both up and down) in
interest rates on three bonds of different maturities, each with a face value of
$1,000.

- --------------------------------------------------------------------------------
                    HOW INTEREST RATE CHANGES AFFECT THE
                           VALUE OF A $1,000 BOND*
- -------------------------------------------------------------------------------
                           AFTER A 1%   AFTER A 1%   AFTER A 2%    AFTER A 2%
TYPE OF BOND (MATURITY)     INCREASE     DECREASE     INCREASE      DECREASE
- -------------------------------------------------------------------------------
Short-Term (2.5 years)        $978        $1,023        $956         $1,046
Intermediate-Term (10 years)   932         1,074         870          1,156
Long-Term (20 years)           901         1,116         816          1,251
- -------------------------------------------------------------------------------

     These  figures are intended only to  illustrate  interest  rate risk;  they
should not be regarded as an indication  of future  returns from the bond market
as a whole, or any Fund in particular.
     Changes in interest rates will affect bond income as well as bond prices.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                           BONDS AND INTEREST RATES

As a rule,  when  interest  rates rise,  bond prices fall.  The opposite is also
true:  Bond  prices go up when  interest  rates  fall.  Why do bond  prices  and
interest  rates move in opposite  directions?  Let's assume that you hold a bond
offering a 5% yield. A year later,  interest rates are on the rise and bonds are
offered with a 6% yield. With  higher-yielding  bonds available,  you would have
trouble selling your 5% bond for the price you  paid--causing  you to lower your
asking  price.  On the other hand,  if interest  rates were falling and 4% bonds
were  being  offered,  you should be able to sell your 5% bond for more than you
paid.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                BOND MATURITIES

A bond is issued with a specific maturity date--the date when the bond's issuer,
or seller,  must pay back the bond's  initial value (known as its "face value").
Bond maturities generally range from less than one year (short-term) to 30 years
(long-term).  The  longer  a  bond's  maturity,  the more  risk  you,  as a bond
investor,  face as interest  rates  rise--but  also the more  interest you could
receive. Long-term bonds are more suitable for investors willing to take greater
risks in hope of higher yields;  short-term bond investors  should be willing to
accept  lower  yields  in  return  for less  fluctuation  in the  value of their
investment.
- --------------------------------------------------------------------------------

[FLAG]THE FUNDS ARE  SUBJECT TO INCOME  RISK,  WHICH IS THE CHANCE THAT A FUND'S
     DIVIDENDS (INCOME) WILL DECLINE DUE TO FALLING INTEREST RATES.  INCOME RISK
     IS GENERALLY HIGHER FOR SHORT-TERM BOND FUNDS, AND LOWER FOR LONG-TERM BOND
     FUNDS.

<PAGE>

18

     Income  risk  is a  concern  primarily  for  the  LifeStrategy  Income  and
Conservative Growth Funds, which, through their ownership of Vanguard Short-Term
Corporate Fund, indirectly own more short-term bonds.

[FLAG]THE FUNDS ARE SUBJECT TO PREPAYMENT  RISK, WHICH IS THE CHANCE THAT DURING
     PERIODS  OF  FALLING   INTEREST   RATES,  A  BOND  ISSUER  WILL  REPAY  ITS
     HIGHER-YIELDING  BOND  EARLIER  THAN  SCHEDULED.  FORCED  TO  REINVEST  THE
     UNANTICIPATED PROCEEDS AT LOWER RATES, THE UNDERLYING FUND WOULD EXPERIENCE
     A DECLINE IN INCOME.

     The risk of prepayment  applies  primarily to  intermediate-  and long-term
corporate  bonds and  mortgage-backed  securities,  which comprise a significant
portion of Vanguard Total Bond Market Index Fund.  Prepayment  risk is a concern
primarily for the LifeStrategy Income Fund, which will invest half of its assets
in the Total Bond Market Index Fund.

[FLAG]THE FUNDS ARE  SUBJECT  TO CREDIT  RISK,  WHICH IS THE CHANCE  THAT A BOND
     ISSUER WILL FAIL TO PAY INTEREST AND PRINCIPAL IN A TIMELY MANNER.

     The credit quality of the bonds held by the underlying funds is expected to
be very high, and thus credit risk of the LifeStrategy Funds should be low.
     To a limited extent,  the Funds are also indirectly  exposed to event risk,
which  is  the  possibility  that  corporate  fixed-income  securities  held  by
underlying  funds may suffer a substantial  decline in credit quality and market
value due to a corporate restructuring.

CASH
Through one underlying fund (Vanguard Asset Allocation  Fund), from 0% to 25% of
the assets of each LifeStrategy Fund can be invested in cash instruments.  These
potential cash holdings make the Funds subject to inflation  risk,  which is the
possibility  that the rising  cost of living may erode the  purchasing  power of
your investment over time.
     Since the Asset  Allocation Fund typically  invests only a small portion of
its  assets  in  cash  instruments,  and  the  LifeStrategy  Funds  invest  only
one-fourth of their assets in the Asset Allocation  Fund,  inflation risk to the
Funds is very low.

SECURITY SELECTION
Each Fund seeks to achieve its  objective by investing in fixed  percentages  of
four  or five  underlying  Vanguard  funds.  The  following  table  shows  these
percentages for each Fund.

- -------------------------------------------------------------------------
                                           LIFESTRATEGY FUND
                                 ----------------------------------------
                                         CONSERVATIVE  MODERATE
UNDERLYING VANGUARD FUND         INCOME     GROWTH      GROWTH    GROWTH
- -------------------------------------------------------------------------
Total Stock Market Index            5%        20%         35%       50%
Total International Stock Index    --          5          10        15
Total Bond Market Index            50         30          30        10
Short-Term Corporate               20         20          --        --
Asset Allocation                   25         25          25        25
- -------------------------------------------------------------------------
Total                             100%       100%        100%      100%
- -------------------------------------------------------------------------

<PAGE>

19

     The allocation of each Fund's assets among the underlying  funds is made by
the  LifeStrategy  Funds'  Board  of  Trustees  based on the  Fund's  investment
objective and policies, and may be changed from time to time without shareholder
approval. The Funds' investments in the underlying funds may be limited at times
by certain factors. For example, the Board of Trustees of an underlying fund may
impose limits on additional investments in the fund.
     The following briefly describes the five underlying Vanguard funds in which
the Funds invest.
- -    Vanguard Total Stock Market Index Fund seeks to provide  investment results
     that parallel the performance of the unmanaged  Wilshire 5000  Index--which
     consists  of all U.S.  common  stocks  traded on the New York and  American
     Stock Exchanges and the NASDAQ  over-the-counter  market--by investing in a
     select sampling of securities in the index.
- -    Vanguard Total  International  Stock Index Fund seeks to provide investment
     results  that  parallel  the  performance  of the  Morgan  Stanley  Capital
     International  (MSCI) Europe,  Australasia,  Far East Index plus the Select
     Emerging  Markets Free Index, by investing in three mutual funds that track
     the various  components of the indexes.  The fund has exposure to stocks in
     more than 35 foreign countries.
- -    Vanguard Total Bond Market Index Fund seeks to provide  investment  results
     that parallel the performance of the Lehman Brothers  Aggregate Bond Index,
     by investing in a select  sampling of securities  in the index.  The Lehman
     Brothers   Aggregate  Bond  Index  provides   extensive   coverage  of  the
     investment-grade debt market in the U.S.--including government,  corporate,
     mortgage-backed, and asset-backed bonds--with maturities of over one year.
- -    Vanguard  Short-Term  Corporate Fund invests in a diversified  portfolio of
     investment-grade  corporate bonds with an expected  average maturity of two
     to three years.
- -    Vanguard Asset  Allocation Fund invests in a mix of common stocks (selected
     to parallel  the  performance  of the S&P 500 Index,  which is dominated by
     large-capitalization  stocks),  long-term  U.S.  Treasury  bonds,  and cash
     equivalents.  The  allocations  are designed to take advantage of perceived
     imbalances  in the relative  returns and risks of each asset class.  At any
     given time, the adviser may allocate all, a portion,  or none of the fund's
     assets to stocks, bonds, or cash reserves.

[FLAG]THROUGH THEIR LIMITED  INVESTMENTS IN  ACTIVELY-MANAGED  UNDERLYING FUNDS,
     THE  LIFESTRATEGY  FUNDS ARE SUBJECT TO MANAGER  RISK,  WHICH IS THE CHANCE
     THAT POOR SECURITY SELECTION WILL CAUSE AN UNDERLYING FUND--AND,  THUS, THE
     LIFESTRATEGY FUNDS--TO UNDERPERFORM FUNDS WITH SIMILAR OBJECTIVES.

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

<PAGE>

20

- --------------------------------------------------------------------------------
                               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 buying and selling of securities by the fund.  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.
- --------------------------------------------------------------------------------

COSTS AND MARKET-TIMING

Some   investors  try  to  profit  from   market-timing--switching   money  into
investments  when they  expect  prices to rise,  and taking  money out when they
expect  the  market  to fall.  As money is  shifted  in and out,  a fund  incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore, the 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 or the  underlying  funds.  A  purchase
     request  could be rejected  because of the timing of the request or because
     of a history of excessive trading by the investor.
- -    There is a limit on the  number of times you can  exchange  into and out of
     each 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.

THE FUNDS AND VANGUARD

The LifeStrategy  Funds have entered into an Agreement with Vanguard under which
Vanguard provides all management,  administrative,  and distribution services to
the Funds at cost. The Funds owe Vanguard a sum  sufficient to cover  Vanguard's
out-of-pocket  costs.  The Funds also bear the expenses of services  provided by
other parties (such as auditors,  legal counsel,  and the Funds' custodian),  as
well as taxes and other direct  expenses of the Funds.  However,  the  Agreement
provides  that the  Funds'  expenses  will be  offset  by a  reimbursement  from
Vanguard for (a)  contributions  made by the Funds to the cost of operating  the
underlying  Vanguard  funds in which  the  LifeStrategy  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' Trustees believe that the reimbursements should be sufficient to
offset most, if not all, of the expenses incurred by the Funds.  Therefore,  the
Funds are expected to operate at a very low or zero expense  ratio.  Since their
inception in 1994, the Funds in fact have had no direct net expenses.

<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.
- --------------------------------------------------------------------------------

     Of  course,  shareholders  of  the  LifeStrategy  Funds  will  still  bear,
indirectly,  their  proportionate share of the costs of operating the underlying
Vanguard funds.  During their most recent fiscal years, the underlying funds had
the following expense ratios:
- -    Vanguard Total Stock Market Index Fund            0.20%
- -    Vanguard Total International Stock Index Fund     0.34%
- -    Vanguard Total Bond Market Index Fund             0.20%
- -    Vanguard Short-Term Corporate Fund                0.25%
- -    Vanguard Asset Allocation Fund                    0.49%

     Based on the percentage of each  underlying  fund owned,  the  LifeStrategy
Funds had the  following  indirect  expense  ratios as of December  31,  1999:
- -    LifeStrategy Income Fund                          0.28%
- -    LifeStrategy Conservative Growth Fund             0.29%
- -    LifeStrategy Moderate Growth Fund                 0.29%
- -    LifeStrategy Growth Fund                          0.29%

INVESTMENT ADVISER

The  LifeStrategy  Funds do not employ an investment  adviser,  but they benefit
from the investment  advisory  services  rendered to the underlying  funds.  The
underlying funds are managed by the following investment advisory firms:

- --------------------------------------------------------------------------------
UNDERLYING FUND                         INVESTMENT ADVISORY FIRM
- --------------------------------------------------------------------------------
Vanguard Total Stock Market Index Fund  The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Total International Stock
 Index Fund                             The Vanguard Group*
- --------------------------------------------------------------------------------
Vanguard Total Bond Market Index Fund   The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Short-Term Corporate Fund      The Vanguard Group
- --------------------------------------------------------------------------------
Vanguard Asset Allocation Fund          Mellon Capital Management Corporation
- --------------------------------------------------------------------------------
*Vanguard Total  International Stock Index Fund does not have its own investment
adviser, but rather benefits from the advisory services provided by The Vanguard
Group to the three underlying funds in which the Total International Stock Index
Fund invests:  Vanguard European Stock Index Fund,  Vanguard Pacific Stock Index
Fund,  and Vanguard  Emerging  Markets Stock Index Fund. The Vanguard Group also
manages the Total International Stock Index Fund's cash assets, if any.
- --------------------------------------------------------------------------------

<PAGE>

22

     The chart below briefly describes each investment advisory firm:

- --------------------------------------------------------------------------------
FIRM                                   BACKGROUND
- --------------------------------------------------------------------------------
Mellon Capital Management Corporation  - Based in San  Francisco, California
                                       - Founded in 1983
                                       - Manages about $86 billion in assets
- --------------------------------------------------------------------------------
The Vanguard Group                     - Based in Valley Forge, Pennsylvania
                                       - Founded in 1975
                                       - Manages about $371 billion in assets
- --------------------------------------------------------------------------------

     The Board of Trustees of an underlying  fund may,  without  prior  approval
from shareholders of the underlying fund or the LifeStrategy  Funds,  change the
terms of any advisory  agreement or hire a new investment  adviser--either  as a
replacement for an existing adviser or as an additional adviser.

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each Fund distributes to shareholders  virtually all of its net income (interest
and  dividends  paid by the  underlying  funds),  as well as any  capital  gains
realized   from  the  sale  of  its  holdings  or  received  as  capital   gains
distributions  from the underlying  funds.  Income  dividends for the Income and
Conservative  Growth Funds generally are distributed in March, June,  September,
and  December;  income  dividends  for the  Moderate  Growth  and  Growth  Funds
generally  are  distributed  in June and December.  Capital gains  distributions
generally occur in December. In addition,  the Fund may occasionally be required
to make supplemental  dividend or capital gains distributions at some other time
during the year.
     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.

SHARE PRICE

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

     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.

<PAGE>

23

     The Funds' share  prices can be found daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use  different  abbreviations  of the Funds'  names,  but the most  common  are:
LIFEINC, LIFECON, LIFEMOD, and LIFEGRO.

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

- --------------------------------------------------------------------------------
                                    VANGUARD LIFESTRATEGY INCOME FUND
                                         YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $13.22      $12.43      $11.55      $11.54      $ 9.88
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .69         .63         .63         .64         .49
 Capital Gains Distributions
  Received                  .14         .20         .15         .19         .09
 Net Realized and
  Unrealized Gain (Loss)
  on Investments           (.47)        .78         .83         .03        1.66
                        --------------------------------------------------------
   Total from Investment
    Operations              .36        1.61        1.61         .86        2.24
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.69)       (.63)       (.63)       (.64)       (.49)
 Distributions from
  Realized Capital Gains   (.07)       (.19)       (.10)       (.21)       (.09)
                        --------------------------------------------------------
   Total Distributions     (.76)       (.82)       (.73)       (.85)       (.58)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $12.82      $13.22      $12.43      $11.55      $11.54
================================================================================

TOTAL RETURN              2.82%      13.17%      14.23%       7.65%      22.99%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)          $555        $449        $244        $151        $121
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      5.37%       5.24%       5.54%       5.66%       5.76%
 Turnover Rate              11%          3%          6%         22%          4%
================================================================================

<PAGE>

24

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

This explanation uses the LifeStrategy Income Fund as an example. The Fund began
fiscal 1999 with a net asset value (price) of $13.22 per share. During the year,
the Fund earned  $0.69 per share from  investment  income and $0.14 per share in
capital  gains  distributions.  There  was a decline  of $0.47  per  share  from
investments  that had  depreciated  in value or that were sold for lower  prices
than the Fund paid for them.

Shareholders  received $0.76 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($0.36  per  share)  minus the  distributions  ($0.76  per share)
resulted in a share price of $12.82 at the end of the year.  This was a decrease
of $0.40 per share (from  $13.22 at the  beginning  of the year to $12.82 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 2.82% for the year.

As of December 31, 1999, the Fund had $555 million in net assets.  For the year,
its net investment  income  amounted to 5.37% of its average net assets;  and it
sold and replaced securities valued at 11% of its net assets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH FUND
                                         YEAR ENDED DECEMBER 31,

                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $14.71      $13.40      $12.14      $11.68      $ 9.89
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .64         .58         .56         .53         .47
 Capital Gains Distributions
  Received                  .18         .20         .18         .20         .11
 Net Realized and
  Unrealized Gain (Loss)
  on Investments            .31        1.32        1.27         .46        1.80
                        --------------------------------------------------------
   Total from Investment
    Operations             1.13        2.10        2.01        1.19        2.38
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.63)       (.59)       (.56)       (.53)       (.47)
 Distributions from
  Realized Capital Gains   (.11)       (.20)       (.19)       (.20)       (.12)
                        --------------------------------------------------------
   Total Distributions     (.74)       (.79)       (.75)       (.73)       (.59)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $15.10      $14.71      $13.40      $12.14      $11.68
================================================================================

TOTAL RETURN              7.86%      15.88%      16.81%      10.36%      24.35%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $1,748      $1,416        $803        $462        $219
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      4.34%       4.32%       4.61%       4.86%       5.14%
 Turnover Rate               5%          3%          1%          2%          1%
================================================================================

<PAGE>

25

- --------------------------------------------------------------------------------
                                      VANGUARD LIFESTRATEGY MODERATE
                                               GROWTH FUND
                                         YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $16.86      $14.81      $12.97      $12.11      $ 9.86
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .55        .510        .490         .44         .36
 Capital Gains Distributions
  Received                  .24        .241        .236         .22         .13
 Net Realized and
  Unrealized Gain (Loss)
  on Investments           1.21       2.054       1.819         .87        2.25

                        --------------------------------------------------------
   Total from Investment
    Operations             2.00       2.805       2.545        1.53        2.74
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.55)      (.510)      (.490)       (.44)       (.36)
 Distributions from
  Realized Capital Gains   (.13)      (.245)      (.215)       (.23)       (.13)
                        --------------------------------------------------------
   Total Distributions     (.68)      (.755)      (.705)       (.67)       (.49)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $18.18      $16.86      $14.81      $12.97      $12.11
================================================================================

TOTAL RETURN             12.01%      19.03%      19.77%      12.71%      27.94%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $3,441      $2,202      $1,358        $826        $235
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      3.47%       3.43%       3.72%       3.98%       4.42%
 Turnover Rate               3%          5%          2%          3%          1%
================================================================================

- --------------------------------------------------------------------------------
                                    VANGUARD LIFESTRATEGY GROWTH FUND
                                         YEAR ENDED DECEMBER 31,

                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $18.79      $16.04      $13.68      $12.36      $ 9.93
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .45        .410         .39         .34         .32
 Capital Gains Distributions
  Received                  .29        .264         .28         .24         .14
 Net Realized and
  Unrealized Gain (Loss)
  on Investments           2.49       2.751        2.36        1.32        2.43
                        --------------------------------------------------------
   Total from Investment
    Operations             3.23       3.425        3.03        1.90        2.89
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.45)      (.410)       (.38)       (.35)       (.31)
 Distributions from
  Realized Capital Gains   (.16)      (.265)       (.29)       (.23)       (.15)
                        --------------------------------------------------------
   Total Distributions     (.61)      (.675)       (.67)       (.58)       (.46)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $21.41      $18.79      $16.04      $13.68      $12.36
================================================================================

TOTAL RETURN             17.32%      21.40%      22.26%      15.41%      29.24%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $3,177      $1,924      $1,184        $629        $217
 Ratio of Expenses to
  Average Net Assets         0%          0%          0%          0%          0%
 Ratio of Net
  Investment Income to
  Average Net Assets      2.50%       2.53%       2.84%       3.18%       3.67%
 Turnover Rate               1%          2%          1%          0%          1%
================================================================================

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

<PAGE>

26

INVESTING WITH VANGUARD

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

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

TRANSACTIONS
Contributions,  exchanges,  or redemptions of the Funds' 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  EACH OF THE FUNDS (at least 90 days apart)
during any 12-month period. A "round trip" is a redemption from one of the Funds
followed  by a purchase  back into the same Fund.  "Substantive"  means a dollar
amount that Vanguard determines, in its sole discretion,  could adversely affect
the management of that Fund.
     Before  making an exchange to or from another fund  available in your plan,
consider the following:
- -    Certain investment options,  particularly funds made up of company stock or
     investment contracts, may be subject to unique restrictions.
- -    Make sure to read that fund's prospectus.  Contact  Vanguard's  Participant
     Access Center, toll-free, at 1-800-523-1188 for a copy.
- -    Vanguard can accept exchanges only as permitted by your plan.  Contact your
     plan  administrator for details on the exchange policies that apply to your
     plan.

<PAGE>

27

ACCESSING FUND INFORMATION BY COMPUTER

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

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

BALANCED FUND
A mutual fund that seeks to provide some combination of income,  capital growth,
and conservation of capital by investing in stocks,  bonds,  and/or money market
instruments.

BOND
A debt security (IOU) issued by a corporation,  government, or government agency
in exchange for the money you lend it. In most  instances,  the issuer agrees to
pay back the loan by a specific date and to make regular interest payments until
that date.

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

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.

CREDIT QUALITY
A measure of a bond  issuer's  ability to pay interest and principal in a timely
manner.

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

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

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.

FUND OF FUNDS
A mutual fund that  pursues its  objective  by  investing  in other mutual funds
rather than in individual securities.

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

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

NET ASSET VALUE (NAV)
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.

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

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

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

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

<PAGE>

                                                    [SHIP(R) 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 LifeStrategy Funds, the
following documents are available
free upon request:

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

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

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

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

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

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

Funds' Investment Company Act file
number: 811-3919

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

I088N-04/28/2000


<PAGE>

                                                             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
MARKETS INDEX FUND

VANGUARD TOTAL
INTERNATIONAL STOCK
INDEX FUND

                                         [MEMBERS OF THE VANGUARD GROUP(R) LOGO]



<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

     5 Vanguard Pacific Stock Index Fund

     8 Vanguard Emerging Markets Stock Index Fund

    12 Vanguard Developed Markets Index Fund

    14 Vanguard Total International Stock Index Fund

 14 MORE ON THE FUNDS

 24 THE FUNDS AND VANGUARD

 25 INVESTMENT ADVISER

 26 DIVIDENDS, CAPITAL GAINS, AND TAXES

 27 SHARE PRICE

 28 FINANCIAL HIGHLIGHTS

 32 INVESTING WITH VANGUARD

    32 Services and Account Features

    33 Types of Accounts

    34 Buying Shares

    36 Redeeming Shares

    40 Transferring Registration

    40 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
The Vanguard  European,  Pacific,  and Emerging  Markets  Stock Index Funds each
offer  two  separate  classes  of  shares:  Investor  and  Institutional.   This
prospectus offers the Funds' Investor Shares,  which have an investment  minimum
of $3,000  ($1,000 for IRAs) and are intended for individual  investors.  Please
call  Vanguard's  Institutional  Investor  Group at  1-800-523-1036  to obtain a
separate prospectus that offers the Funds'  Institutional  Shares as well as the
institutional   version  of  Vanguard   Developed   Markets  Index  Fund.  These
institutional  options have an  investment  minimum of $10 million and generally
are not  available  to  investors  who require  special  employee  benefit  plan
services.
     The Funds'  separate  share classes have different  expenses;  as a result,
their investment  performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES
IN  THIS  PROSPECTUS  TO  FEES,  EXPENSES,  AND  INVESTMENT  PERFORMANCE  RELATE
SPECIFICALLY TO INVESTOR SHARES.
- --------------------------------------------------------------------------------


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

<PAGE>

1

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  offered in this
prospectus,   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 Markets Index Fund      European, Australian, and Far
                                            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(R) EUROPEAN STOCK INDEX FUND

The following  profile  summarizes 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.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
investing all or substantially  all of its assets in a representative  sample of
the common stocks  included in the MSCI Europe  Index.  The MSCI Europe Index is
made up of approximately  550 common stocks of companies  located in 15 European
countries--mostly in the United Kingdom,  France,  Germany, and the Netherlands,
(which  comprised  29%, 15%, 14%, and 8% of the Index's  market  capitalization,
respectively,  as of March 31, 2000), as well as in Austria,  Belgium,  Denmark,
Finland, Ireland, Italy, Norway, Portugal,  Spain, Sweden, and Switzerland.  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. The Index's,
     and therefore the Fund's, heavy exposure to four countries (United Kingdom,
     France,  Germany, and the Netherlands)  involves a higher degree of country
     risk than that of more geographically diversified international funds.
- -    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.

<PAGE>

3

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1991          12.40%
                              1992          -3.32%
                              1993          29.13%
                              1994           1.88%
                              1995          22.28%
                              1996          21.26%
                              1997          24.23%
                              1998          28.86%
                              1999          16.62%
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee imposed on accounts with balances of
              less than $10,000, or the transaction fee imposed on
              purchases prior to April 1, 2000. If these amounts
              were reflected, returns would be less than those
              shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.37%  (quarter  ended March 31, 1998) and the lowest  return for a
quarter was -14.41% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund**              16.62%       22.58%            14.61%
      MSCI Europe Index           15.77        22.27             14.78
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the annual account maintenance fee
        imposed on accounts with balances of less than $10,000, or the
        transaction fee imposed on purchases prior to April 1, 2000.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.22%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.07%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.29%

      *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>

4

     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
- -------------------------------------------------
     $30         $93       $163         $368
- -------------------------------------------------

     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                    Europe

INCEPTION DATE                          VANGUARD FUND NUMBER
June 18, 1990                           079

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$6.1 billion                            922042205

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

<PAGE>

5

FUND PROFILE--
VANGUARD(R) 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.*

*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
investing all or substantially  all of its assets in a representative  sample of
the common stocks included in the MSCI Pacific Free Index. The MSCI Pacific Free
Index consists of approximately  420 common stocks of companies located in Japan
(which comprised 82% of the Index's market capitalization as of March 31, 2000),
Australia,  Hong Kong, New Zealand,  and Singapore.  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. The Index's,
     and therefore the Fund's,  heavy exposure to Japan involves a higher degree
     of country risk than that of more geographically  diversified international
     funds.
- -    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  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.

<PAGE>

6

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1991          10.65%
                              1992         -18.17%
                              1993          35.46%
                              1994          13.04%
                              1995           2.75%
                              1996          -7.82%
                              1997         -25.67%
                              1998           2.41%
                              1999          57.05%
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee imposed on accounts with balances of
              less than $10,000, or the transaction fee imposed on
              purchases prior to April 1, 2000. If these amounts
              were reflected, returns would be less than those
              shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 26.50% (quarter ended December 31, 1998) and the lowest return for a
quarter was -20.69% (quarter ended December 31, 1997).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock
       Index Fund**               57.05%       2.52%              3.20%
      MSCI Pacific Free Index     56.38        2.39               3.08
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the annual account maintenance fee
        imposed on accounts with balances of less than $10,000, or the
        transaction fee imposed on purchases prior to April 1, 2000.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.31%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.06%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.37%

      *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>

7

     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
- -------------------------------------------------
    $38        $119       $208         $468
- -------------------------------------------------

     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
$2.5 billion                            922042106

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

<PAGE>

8

FUND PROFILE--
VANGUARD(R) 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.*

*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
investing all or substantially  all of its assets in a representative  sample of
the common stocks included in the Select Emerging Markets Free Index. The Select
Emerging  Markets  Free  Index  includes  approximately  500  common  stocks  of
companies  located in emerging  markets around the world.  As of March 31, 2000,
the largest markets covered in the Index were Mexico,  Brazil,  and South Africa
(which  comprised  16%,  14%,  and  13% of the  Index's  market  capitalization,
respectively).  Other countries represented in the Index included Argentina, the
Czech Republic,  Greece, Hungary,  Indonesia,  Israel, the Philippines,  Poland,
Thailand,  Turkey,  Hong Kong, and Singapore.  MSCI administers the Select Index
exclusively for Vanguard.  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.  The
     Index's,  and therefore the Fund's,  heavy exposure to Mexico,  Brazil, and
     South  Africa  involves a higher  degree of country  risk than that of more
     geographically diversified international funds.
- -    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 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.

<PAGE>

9

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995           0.56%
                              1996          15.83%
                              1997         -16.82%
                              1998         -18.12%
                              1999          61.57%
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee imposed on accounts with balances of
              less than $10,000, or the transaction fee imposed on
              purchases and redemptions. If these amounts were
              reflected, returns would be less than those shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 28.32% (quarter ended December 31, 1999) and the lowest return for a
quarter was -21.52% (quarter ended June 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund**         59.96%       4.88%             6.03%
      MSCI Emerging Markets
       Free Index                 66.40        2.00              3.69
      Select Emerging Markets
       Free Index+                60.86        4.81              4.93
      -------------------------------------------------------------------------
       *May 4, 1994.
      **Return figures do not reflect the annual account maintenance fee
        imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee imposed on purchases and redemptions.
       +The Select Emerging Markets Free Index is administered by MSCI
        exclusively by Vanguard.
      -------------------------------------------------------------------------

<PAGE>

10

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

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                  0.5%**
      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:                                              0.32%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.26%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.58%

      *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
- -------------------------------------------------
   $161        $292       $434          $849
- -------------------------------------------------

     You would pay the following expenses if you did not redeem your shares (the
difference  being that the Fund's 0.5%  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
- -------------------------------------------------
   $109        $235       $372          $772
- -------------------------------------------------

     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.

<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                    EmerMkt

INCEPTION DATE                          VANGUARD FUND NUMBER
May 4, 1994                             533

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$1.1 billion                            922042304

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

<PAGE>

12

FUND PROFILE--
VANGUARD(R) DEVELOPED MARKETS INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. The Fund
seeks to track the  performance of the MSCI EAFE Index by investing in two other
Vanguard  funds--the European Stock Index Fund and the Pacific Stock Index Fund.
These other Vanguard  funds have the respective  objectives of tracking the MSCI
Europe Index and the MSCI Pacific Free Index,  which together  comprise the MSCI
EAFE Index.  The Fund allocates all or  substantially  all of its assets between
the  European  Stock  Index Fund and the  Pacific  Stock Index Fund based on the
market capitalization of European and Pacific stocks in the MSCI EAFE Index. The
MSCI EAFE Index includes  approximately 1,000 common stocks of companies located
in Europe, Australia, Asia, and the Far East. 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 5, 2000, so performance  information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.

<PAGE>

13

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  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:                                      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 Markets 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 0.30%.

     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
- ------------------------
   $35          $110
- ------------------------

     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                    DevMkt

INCEPTION DATE                          VANGUARD FUND NUMBER
May 5, 2000                             227

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     921909701
- --------------------------------------------------------------------------------

<PAGE>

14

FUND PROFILE--
VANGUARD(R) 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. The Total  International  Composite Index is a combination of the indexes
tracked by the European, Pacific, and Emerging Markets Stock Index Funds.

INVESTMENT STRATEGIES
The Fund seeks to track the  performance  of the Total  International  Composite
Index by investing in three other Vanguard funds--the European Stock Index Fund,
the Pacific Stock Index Fund, and the Emerging  Markets Stock Index Fund.  These
other Vanguard funds have the respective  objectives of tracking the MSCI Europe
Index,  the MSCI Pacific Free Index, and the Select Emerging Markets Free Index,
which  together  comprise  the Total  International  Composite  Index.  The Fund
allocates  all or  substantially  all of its assets  between the European  Stock
Index Fund, the Pacific Stock Index Fund,  and the Emerging  Markets Stock Index
Fund based on the market  capitalization  of  European,  Pacific,  and  emerging
markets stocks in the Total International Composite Index. The Index is a market
capitalization  weighted  index that  combines the MSCI Europe  Index,  the MSCI
Pacific Free Index, and the Select Emerging Markets Free Index. MSCI administers
the  Index  exclusively  for  Vanguard.   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.

<PAGE>

15

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1997          -0.77%
                              1998          15.60%
                              1999          29.92%
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee imposed on accounts with balances of
              less than $10,000, or the transaction fee imposed on
              purchases prior to April 1, 2000. If these amounts
              were reflected, returns would be less than those
              shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.49% (quarter ended December 31, 1998) and the lowest return for a
quarter was -14.53% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                           1 YEAR          SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Total International
       Stock Index Fund**                  29.92%               11.64%
      MSCI EAFE + Emerging Markets
       Free Index                          30.33                12.11
      Total International Composite
       Index+                              28.13                11.30
      -------------------------------------------------------------------------
       *April 29, 1996.
      **Return figures do not reflect the annual account maintenance fee
        imposed on accounts with balances of less than $10,000, or the
        transaction fee imposed on purchases prior to April 1, 2000.
       +Consists of the MSCI EAFE Index and the Select Emerging Markets Free
        Index. This index is administered by MSCI exclusively for Vanguard.
      -------------------------------------------------------------------------

<PAGE>

16

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      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 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 0.34% 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
- -------------------------------------------------
    $35         $110       $193          $434
- -------------------------------------------------

     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
$2.6 billion                            921909602

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

<PAGE>

17

MORE ON THE FUNDS
The   following   sections   discuss  other   important   features  of  Vanguard
International   Stock   Index   Funds,    including   indexing   methods,   fund
characteristics,  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
     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves.
     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, in the
aggregate,  recreate  the key  characteristics  of  their  target  indexes.  For
instance,  if 10% of the market  capitalization  of the MSCI  Europe  Index were
attributed  to companies in Germany,  Vanguard  European  Stock Index Fund would
invest  about 10% of its assets in stocks of German  issuers.  Furthermore,  the
Fund would construct a German portfolio whose size and industry  weightings,  as
well as average financial characteristics,  approximated the German component of
the MSCI Europe Index. The European,  Pacific,  and Emerging Markets Stock Index
Funds each employ this sampling method of indexing.
     While each Fund  attempts  to track the  performance  of its target  index,
there  is no  guarantee  that  securities  selected  for the Fund  will  provide
investment performance exactly matching that of the index.
     Yet another  indexing  approach is to invest in other index funds that seek
to track subsets of a target index. The Total International Stock Index Fund and
Developed  Markets Index Fund both use this "fund of funds" approach,  which can
be very cost-effective and efficient

<PAGE>

18

when starting an index fund from  scratch.  For example,  the Developed  Markets
Index Fund seeks to track the performance of the MSCI EAFE Index by investing in
two other  Vanguard  funds--the  European Stock Index Fund and the Pacific Stock
Index  Fund.  These  other  Vanguard  funds have the  respective  objectives  of
tracking the MSCI Europe Index and the MSCI Pacific Free Index,  which  together
comprise the MSCI EAFE Index. The Fund allocates its assets between the European
Stock  Index  Fund  and  the  Pacific  Stock  Index  Fund  based  on the  market
capitalization of European and Pacific stocks in the MSCI EAFE Index.

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

     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.  Each Fund intends to invest at least 95%
of its total  assets in the stocks of its target  index.  The  Emerging  Markets
Stock  Index  Fund  normally  invests  95% of its total  assets in stocks of its
target index, holding the remaining 5% in cash reserves to meet daily redemption
requests.  The Total  International  Stock and  Developed  Markets  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  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.

<PAGE>

19

     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 to 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>

20

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

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

[FLAG] EACH FUND IS SUBJECT TO COUNTRY RISK,  WHICH IS THE CHANCE 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, France, Germany,
and the  Netherlands  comprised  29%, 15%, 14%, and 8% of the MSCI Europe Index,
respectively,  as of March 31, 2000;  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 the Fund's  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 82% of the MSCI Pacific
Free  Index as of  March  31,  2000.  Therefore,  Japanese  stocks  represent  a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment in the

<PAGE>

21

Japanese stock market involves 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  MARKETS  INDEX FUND. As a fund of funds,  the Developed  Markets
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
March 31, 2000, the Fund's assets were invested as follows:  60% in the European
Stock Index Fund;  30% in the Pacific Stock Index Fund;  and 10% in the Emerging
Markets Stock Index Fund.

[FLAG]EACH FUND IS SUBJECT TO CURRENCY RISK, WHICH IS THE CHANCE 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 in a manner that mirrors the weightings of their target
indexes.  The Total  International  Stock Index Fund simply invests in shares of
the European,  Pacific,  and Emerging Markets Stock Index Funds.  Likewise,  the
Developed  Markets  Index Fund will simply  invest in shares of the European and
Pacific Stock Index Funds.  Each Fund seeks to provide  investment  results that
correspond to its target index.  The  correlation  between the  performance of a
Fund and its target index is expected to be at least 95%. (A correlation of 100%
would indicate perfect correlation.)
     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,    France,    Germany,    and   the
Netherlands--dominate  the  Index,  with 29%,  15%,  14%,  and 8% of the  market
capitalization  of the Index,  respectively,  as of March 31, 2000. The other 11
countries,  which include Austria,  Belgium,  Denmark,  Finland, Ireland, Italy,
Norway, Portugal,  Spain, Sweden, and Switzerland,  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  82% of the market
capitalization  of the Index as of March 31,  2000.  The  other  four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.

<PAGE>

22

     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--Mexico,  Brazil, and South Africa--represent a majority of the Index,
with 16%, 14%, and 13% of the market capitalization of the Index,  respectively,
as of March  31,  2000.  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.  The Index is
called  "select"  because  it is modeled on a larger  index--the  MSCI  Emerging
Markets Free  Index--but with certain  adjustments  designed to reduce risk. For
instance,  MSCI  considers  the Hong Kong and  Singapore  markets  too mature to
include in its index, but they are part of the Select Index.  Conversely,  as of
March 31, 2000, the Select Index excluded  certain  countries  found in the MSCI
Emerging Markets Free  Index--Chile,  China,  Colombia,  India,  Jordan,  Korea,
Pakistan,  Peru,  Russia, Sri Lanka, and Taiwan--due to concerns about liquidity
or  entry  barriers  in  those  markets.   MSCI  administers  the  Select  Index
exclusively for Vanguard,  and  periodically  adjusts the included  countries to
keep pace with  evolution  in world  markets.  (Such  adjustments  are made on a
forward-looking  basis, so past  performance of the Select Index always reflects
actual country representation during the relevant period.)
     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 who do not  generate  the costs.  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 that  non-Vanguard  funds may impose to  compensate  their  sales
representatives).  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. If the
fee is deducted from your dividend distribution,  you will still be taxed on the
full amount of your dividend  (unless you hold your shares  through a nontaxable
account). If you are due a dividend that is less than the fee, fractional shares
will be  automatically  redeemed to make up the  difference.  This fee cannot be
prepaid.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses for buying and selling

<PAGE>

23

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.
- -    The  Emerging  Markets  Stock  Index  Fund  charges  a  transaction  fee on
     purchases and 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 29 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. The average turnover rate for passively  managed foreign stock
index funds in 1999 was roughly  17%; for all foreign  stock funds,  the average
turnover was approximately 76%, according to Morningstar,  Inc. (A turnover rate
of 100% would occur, for example,  if a fund sold and replaced securities valued
at 100% of its net assets within a one-year period.)
- --------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
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

<PAGE>

24

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.

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 $550  billion.  All of the  Vanguard  funds share in the
expenses associated with business operations,  such as personnel,  office space,
equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
     Total International Stock and Developed Markets 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

<PAGE>

25

Stock Index Fund has incurred no direct  expenses  since its  inception in 1996.
Total  International Stock and Developed Markets 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.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                     VANGUARD'S UNIQUE CORPORATE STRUCTURE

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

INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds' adviser through its Quantitative  Equity Group. (The
Developed  Markets and Total  International  Stock Index Funds receive  advisory
services indirectly, by investing in other 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.

- --------------------------------------------------------------------------------
                                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 $371  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
Quantitative  Equity  Group;  has worked in  investment  management  since 1985;
primary  responsibility  for Vanguard's stock indexing policy and strategy since
joining the company in 1987;  A.B.,  Dartmouth  College;  M.B.A.,  University of
Chicago.
- --------------------------------------------------------------------------------

<PAGE>

26

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  for  federal  income tax  purposes as if received in
     December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    Dividend and capital gains  distributions that you receive, as well as your
     gains or losses from any sale or exchange of Fund shares, may be subject to
     state and local income taxes.
- -    The  European,  Pacific,  and  Emerging  Markets  Stock  Index Funds may be
     subject to foreign taxes or foreign tax withholding on dividends, interest,
     and some  capital  gains that they receive 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 Stock and Developed Markets
     Index Funds invest in foreign stocks indirectly  through other 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.

<PAGE>

27

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

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

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

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

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  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.

<PAGE>

28

     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,  DEVMKT,  and  TOTINTL  for the  European,  Pacific,
Emerging Markets,  Developed 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  Markets Index Fund,  which did not start  operations
until May 5, 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 dividend and capital gains  distributions).  This
information  has  been  derived  from  the  financial   statements   audited  by
PricewaterhouseCoopers  LLP, independent  accountants,  whose report--along with
each Fund's financial  statements--is  included in the Funds' most recent annual
report to  shareholders.  You may have the  annual  report  sent to you  without
charge by contacting Vanguard.

<PAGE>

29

- --------------------------------------------------------------------------------
                               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  $0.50 per share from  investment  income  (interest  and
dividends) and $3.69 per share from investments that had appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received $0.65 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($4.19  per  share)  minus the  distributions  ($0.65  per share)
resulted in a share price of $28.82 at the end of the year. This was an increase
of $3.54 per share (from  $25.28 at the  beginning  of the year to $28.82 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 16.62% for the year.

As of December 31, 1999, the Fund had $6.1 billion in net assets.  For the year,
its  expense  ratio was 0.29%  ($2.90  per  $1,000 of net  assets);  and its net
investment  income  amounted to 1.99% of its  average  net  assets.  It sold and
replaced securities valued at 7% of its net assets.
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                            YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28      $20.13      $16.57      $14.02      $11.76
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .50         .41         .38         .34         .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    3.69        5.40        3.63        2.63        2.30
                        --------------------------------------------------------
   Total from Investment
    Operations             4.19        5.81        4.01        2.97        2.62
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.50)       (.52)       (.37)       (.36)       (.32)
 Distributions from
  Realized Capital Gains   (.15)       (.14)       (.08)       (.06)       (.04)
                        --------------------------------------------------------
   Total Distributions     (.65)       (.66)       (.45)       (.42)       (.36)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $28.82      $25.28      $20.13      $16.57      $14.02
================================================================================

TOTAL RETURN*             16.62%      28.86%      24.23%      21.26%      22.28%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $6,106      $4,479      $2,432      $1,595      $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.29%       0.29%       0.31%       0.35%       0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      1.99%       1.97%       2.19%       2.45%       2.66%
 Turnover Rate               7%          7%          3%          4%          2%
================================================================================
*Total return figures do not reflect the transaction fee on purchases imposed
 prior to 4/1/2000 or the annual account maintenance fee.

<PAGE>

30

FINANCIAL HIGHLIGHTS (CONTINUED)

- --------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $7.72      $10.51      $11.50      $11.31
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .08        .085         .09         .10         .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    4.39        .100       (2.79)      (1.00)        .21
                        --------------------------------------------------------
   Total from Investment
    Operations             4.47        .185       (2.70)       (.90)        .31
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.09)      (.065)       (.09)       (.09)       (.12)
 Distributions from
  Realized Capital Gains     --          --          --          --          --
                        --------------------------------------------------------
   Total Distributions     (.09)      (.065)       (.09)       (.09)       (.12)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $12.22       $7.84      $ 7.72      $10.51      $11.50
================================================================================

TOTAL RETURN*            57.05%       2.41%     -25.67%      -7.82%       2.75%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $2,526      $1,033        $827        $978        $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.37%       0.40%       0.35%       0.35%       0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      0.95%       1.17%       1.03%       0.89%       0.97%
 Turnover Rate               6%          4%          8%          9%          1%
================================================================================
*Total return figures do not reflect the transaction fee on purchases imposed
 prior to 4/1/2000 or the annual account maintenance fee.

- --------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $9.98      $12.28      $10.75      $10.87
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .24         .27         .24         .18         .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    4.62       (2.08)      (2.31)       1.52        (.09)
                        --------------------------------------------------------
   Total from Investment
    Operations             4.86       (1.81)      (2.07)       1.70         .06
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.27)       (.26)       (.23)       (.17)       (.18)
 Distributions from
  Realized Capital Gains     --          --          --          --          --
                        --------------------------------------------------------
   Total Distributions     (.27)       (.26)       (.23)       (.17)       (.18)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $21.50       $7.91      $ 9.98      $12.28      $10.75
================================================================================

TOTAL RETURN*            61.57%     -18.12%     -16.82%      15.83%       0.56%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $1,138        $577        $660        $637        $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.58%       0.61%       0.57%       0.60%       0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      2.55%       2.99%       1.96%       1.69%       2.00%
 Turnover Rate              22%         22%         19%          1%          3%
================================================================================
*Total return figures do not reflect the transaction fee on purchases (0.5%
 beginning 4/1/2000, 1.0% from 11/3/1997 to 3/31/2000, 1.5% from 1/1/1997 to
 11/2/1997, 2.0% in 1995 through 1996), the transaction fee on redemptions
 (0.5% beginning 4/1/2000, 1.0% through 3/31/2000), or the annual account
 maintenance fee.

<PAGE>

31

- --------------------------------------------------------------------------------
                                          VANGUARD TOTAL INTERNATIONAL
                                                STOCK INDEX FUND
                                             YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                                       1999         1998         1997     1996*
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF PERIOD                 $11.19       $ 9.87       $10.14    $10.26
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                  .21          .21          .18      .150
 Capital Gain Distributions
  Received                              .04          .02          .02      .015
 Net Realized and
  Unrealized Gain
  (Loss) on Investments                3.09         1.31         (.28)    (.110)
                        --------------------------------------------------------
   Total from Investment
    Operations                         3.34         1.54         (.08)     .055
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.21)        (.21)        (.17)    (.160)
 Distributions from
  Realized Capital Gains               (.01)        (.01)        (.02)    (.015)
                        --------------------------------------------------------
   Total Distributions                 (.22)        (.22)        (.19)    (.175)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD       $14.31       $11.19       $ 9.87    $10.14
================================================================================

TOTAL RETURN**                       29.92%       15.60%       -0.77%     0.55%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)                  $2,570       $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                  2.04%        2.18%        2.19%    1.51%+
 Turnover Rate                           1%           2%           0%        0%
================================================================================
 *April 29 (inception) through December 31, 1996.
**Total return figures do not reflect the transaction fee on purchases imposed
  prior to April 1, 2000 or the annual account maintenance fee.
 +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>

32

- --------------------------------------------------------------------------------
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 these Funds unless  you  notify  us  otherwise.  Note:
Limitations do apply; see page 37.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(R) [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>

33

- -    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>

34

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
Emerging  Markets  Stock  Index  Fund  deducts  a 0.5% 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 Markets Index Fund-227
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

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

<PAGE>

35

- --------------------------------------------------------------------------------
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). (Note that
some restrictions apply to index fund accounts.)

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

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

*You must obtain a Personal  Identification Number (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 Markets Index Fund-227
Total International Stock Index Fund-113
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------

<PAGE>

36

- --------------------------------------------------------------------------------
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 a Fund's
operation or performance.
- --------------------------------------------------------------------------------

REDEEMING SHARES
This section  describes how you can redeem--that is, sell or exchange--a  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 39.

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 described in this "Redeeming  Shares"
section of the prospectus.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Emerging  Markets  Stock  Index Fund  imposes a 0.5% 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>

37

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 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  circumstances  as determined by the U.S.  Securities and
Exchange Commission. If you

<PAGE>

38

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 a 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>

39

EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------
FUND EXPRESS REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  pre-linked  checking or
savings account.
- --------------------------------------------------------------------------------

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

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

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

TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account  transactions can disrupt 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 A FUND
     during any 12-month period.
- -    Your round trips through a Fund must be at least 30 days apart.
- -    A 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 a 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 a 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>

40

- --------------------------------------------------------------------------------
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 your 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>

41

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

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

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

INTERNATIONAL STOCK FUND
A mutual fund that invests in the stocks of companies located outside the United
States.

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.

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.

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Developed 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 1-202-942-8090. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by electronic request at
the following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

Funds' Investment Company Act
file number: 811-5972 (811-3919)
for Developed 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>


                                                          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
MARKETS INDEX FUND

VANGUARD TOTAL
INTERNATIONAL STOCK
INDEX FUND

                                         [MEMBERS OF THE VANGUARD GROUP(R) LOGO]

<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

     5 Vanguard Pacific Stock Index Fund

     8 Vanguard Emerging Markets Stock Index Fund

    11 Vanguard Developed Markets Index Fund

    13 Vanguard Total International Stock Index Fund

 16 MORE ON THE FUNDS

 23 THE FUNDS AND VANGUARD

 24 INVESTMENT ADVISER

 25 DIVIDENDS, CAPITAL GAINS, AND TAXES

 25 SHARE PRICE

 26 FINANCIAL HIGHLIGHTS

 29 INVESTING WITH VANGUARD

 30 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
The Vanguard  European,  Pacific,  and Emerging  Markets  Stock Index Funds each
offer  two  separate  classes  of  shares:  Investor  and  Institutional.   This
prospectus    offers   the   Funds'   Investor   Shares   to   participants   in
employer-sponsored  retirement or savings plans.  Please call Vanguard to obtain
separate prospectuses that offer:
- -    Investor Shares for private investors ($3,000 minimum)--1-800-662-7447
- -    Institutional    Shares   for   very   large    investors    ($10   million
     minimum)--1-800-523-1036
     The Funds'  separate  share classes have different  expenses;  as a result,
their investment  performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES
IN  THIS  PROSPECTUS  TO  FEES,  EXPENSES,  AND  INVESTMENT  PERFORMANCE  RELATE
SPECIFICALLY TO INVESTOR SHARES.
- --------------------------------------------------------------------------------


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

<PAGE>

1

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  offered in this
prospectus,   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 Markets Index Fund      European, Australian, and Far
                                            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(R) EUROPEAN STOCK INDEX FUND

The following  profile  summarizes 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.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
investing all or substantially  all of its assets in a representative  sample of
the common stocks  included in the MSCI Europe  Index.  The MSCI Europe Index is
made up of approximately  550 common stocks of companies  located in 15 European
countries--mostly in the United Kingdom,  France,  Germany, and the Netherlands,
(which  comprised  29%, 15%, 14%, and 8% of the Index's  market  capitalization,
respectively,  as of March 31, 2000), as well as in Austria,  Belgium,  Denmark,
Finland, Ireland, Italy, Norway, Portugal,  Spain, Sweden, and Switzerland.  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. The Index's,
     and therefore the Fund's, heavy exposure to four countries (United Kingdom,
     France,  Germany, and the Netherlands)  involves a higher degree of country
     risk than that of more geographically diversified international funds.
- -    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.

<PAGE>

3

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1991          12.40%
                              1992          -3.32%
                              1993          29.13%
                              1994           1.88%
                              1995          22.28%
                              1996          21.26%
                              1997          24.23%
                              1998          28.86%
                              1999          16.62%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases prior to April 1, 2000. If the
              fee was reflected, returns would be less than those
              shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.37%  (quarter  ended March 31, 1998) and the lowest  return for a
quarter was -14.41% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund**              16.62%       22.58%            14.61%
      MSCI Europe Index           15.77        22.27             14.78
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the transaction fee imposed on purchases
        prior to April 1, 2000.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.22%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.07%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.29%

<PAGE>

4

     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
- -------------------------------------------------
     $30         $93       $163         $368
- -------------------------------------------------

     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        Europe

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       079
Pa., since inception
                                        CUSIP NUMBER
INCEPTION DATE                          922042205
June 18, 1990

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$6.1 billion                            VEURX
- --------------------------------------------------------------------------------

<PAGE>

5

FUND PROFILE--
VANGUARD(R) 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.*

*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
investing all or substantially  all of its assets in a representative  sample of
the common stocks included in the MSCI Pacific Free Index. The MSCI Pacific Free
Index consists of approximately  420 common stocks of companies located in Japan
(which comprised 82% of the Index's market capitalization as of March 31, 2000),
Australia,  Hong Kong, New Zealand,  and Singapore.  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. The Index's,
     and therefore the Fund's,  heavy exposure to Japan involves a higher degree
     of country risk than that of more geographically  diversified international
     funds.
- -    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  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.

<PAGE>

6

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1991          10.65%
                              1992         -18.17%
                              1993          35.46%
                              1994          13.04%
                              1995           2.75%
                              1996          -7.82%
                              1997         -25.67%
                              1998           2.41%
                              1999          57.05%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases prior to April 1, 2000. If the
              fee was reflected, returns would be less than those
              shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 26.50% (quarter ended December 31, 1998) and the lowest return for a
quarter was -20.69% (quarter ended December 31, 1997).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock
       Index Fund**               57.05%       2.52%              3.20%
      MSCI Pacific Free Index     56.38        2.39               3.08
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the transaction fee imposed on purchases
        prior to April 1, 2000.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.31%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.06%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.37%

<PAGE>

7

     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
- -------------------------------------------------
    $38        $119       $208         $468
- -------------------------------------------------

     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
$2.5 billion                            VPACX
- --------------------------------------------------------------------------------

<PAGE>

8

FUND PROFILE--
VANGUARD(R) 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.*

*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
investing all or substantially  all of its assets in a representative  sample of
the common stocks included in the Select Emerging Markets Free Index. The Select
Emerging  Markets  Free  Index  includes  approximately  500  common  stocks  of
companies  located in emerging  markets around the world.  As of March 31, 2000,
the largest markets covered in the Index were Mexico,  Brazil,  and South Africa
(which  comprised  16%,  14%,  and  13% of the  Index's  market  capitalization,
respectively).  Other countries represented in the Index included Argentina, the
Czech Republic,  Greece, Hungary,  Indonesia,  Israel, the Philippines,  Poland,
Thailand,  Turkey,  Hong Kong, and Singapore.  MSCI administers the Select Index
exclusively for Vanguard.  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.  The
     Index's,  and therefore the Fund's,  heavy exposure to Mexico,  Brazil, and
     South  Africa  involves a higher  degree of country  risk than that of more
     geographically diversified international funds.
- -    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 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.

<PAGE>

9

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1995           0.56%
                              1996          15.83%
                              1997         -16.82%
                              1998         -18.12%
                              1999          61.57%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases and redemptions. If these
              amounts were reflected, returns would be less than
              those shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 28.32% (quarter ended December 31, 1999) and the lowest return for a
quarter was -21.52% (quarter ended June 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund**         59.96%       4.88%             6.03%
      MSCI Emerging Markets
       Free Index                 66.40        2.00              3.69
      Select Emerging Markets
       Free Index+                60.86        4.81              4.93
      -------------------------------------------------------------------------
       *May 4, 1994.
      **Return figures reflect the 0.5% transaction fee imposed on purchases
        and redemptions.
       +The Select Emerging Markets Free Index is administered by MSCI
        exclusively by Vanguard.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.32%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.26%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.58%

      *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>

10

     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
- -------------------------------------------------
   $161        $292       $434          $849
- -------------------------------------------------

     You would pay the following expenses if you did not redeem your shares (the
difference  being that the Fund's 0.5%  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
- -------------------------------------------------
   $109        $235       $372          $772
- -------------------------------------------------

     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
$1.1 billion                            VEIEX
- --------------------------------------------------------------------------------

<PAGE>

11

FUND PROFILE--
VANGUARD(R) DEVELOPED MARKETS INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. The Fund
seeks to track the  performance of the MSCI EAFE Index by investing in two other
Vanguard  funds--the European Stock Index Fund and the Pacific Stock Index Fund.
These other Vanguard  funds have the respective  objectives of tracking the MSCI
Europe Index and the MSCI Pacific Free Index,  which together  comprise the MSCI
EAFE Index.  The Fund allocates all or  substantially  all of its assets between
the  European  Stock  Index Fund and the  Pacific  Stock Index Fund based on the
market capitalization of European and Pacific stocks in the MSCI EAFE Index. The
MSCI EAFE Index includes  approximately 1,000 common stocks of companies located
in Europe, Australia, Asia, and the Far East. 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 5, 2000, so performance  information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.

<PAGE>

12

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  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:                                      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 Markets 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 0.30%.

     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
- ------------------------
   $35          $110
- ------------------------

     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        DevMkt

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       227
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
May 5, 2000                             921909701
- --------------------------------------------------------------------------------

<PAGE>

13

FUND PROFILE--
VANGUARD(R) 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. The Total  International  Composite Index is a combination of the indexes
tracked by the European, Pacific, and Emerging Markets Stock Index Funds.

INVESTMENT STRATEGIES
The Fund seeks to track the  performance  of the Total  International  Composite
Index by investing in three other Vanguard funds--the European Stock Index Fund,
the Pacific Stock Index Fund, and the Emerging  Markets Stock Index Fund.  These
other Vanguard funds have the respective  objectives of tracking the MSCI Europe
Index,  the MSCI Pacific Free Index, and the Select Emerging Markets Free Index,
which  together  comprise  the Total  International  Composite  Index.  The Fund
allocates  all or  substantially  all of its assets  between the European  Stock
Index Fund, the Pacific Stock Index Fund,  and the Emerging  Markets Stock Index
Fund based on the market  capitalization  of  European,  Pacific,  and  emerging
markets stocks in the Total International Composite Index. The Index is a market
capitalization  weighted  index that  combines the MSCI Europe  Index,  the MSCI
Pacific Free Index, and the Select Emerging Markets Free Index. MSCI administers
the  Index  exclusively  for  Vanguard.   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.

<PAGE>

14

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                              1997          -0.77%
                              1998          15.60%
                              1999          29.92%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases prior to April 1, 2000. If the
              fee was reflected, returns would be less than those
              shown.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.49% (quarter ended December 31, 1998) and the lowest return for a
quarter was -14.53% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                           1 YEAR          SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Total International
       Stock Index Fund**                  29.92%               11.64%
      MSCI EAFE + Emerging Markets
       Free Index                          30.33                12.11
      Total International Composite
       Index+                              28.13                11.30
      -------------------------------------------------------------------------
       *April 29, 1996.
      **Return figures do not reflect the transaction fee imposed on purchases
        prior to April 1, 2000.
       +Consists of the MSCI EAFE Index and the Select Emerging Markets Free
        Index. This index is administered by MSCI exclusively for Vanguard.
      -------------------------------------------------------------------------

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

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

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

      +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 0.34% as of December 31, 1999.

<PAGE>

15


     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over 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
- -------------------------------------------------
    $35         $110       $193          $434
- -------------------------------------------------

     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        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
$2.6 billion                            VGTSX
- --------------------------------------------------------------------------------

<PAGE>

16

MORE ON THE FUNDS
The   following   sections   discuss  other   important   features  of  Vanguard
International   Stock   Index   Funds,    including   indexing   methods,   fund
characteristics,  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
     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves.
     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, in the
aggregate,  recreate  the key  characteristics  of  their  target  indexes.  For
instance,  if 10% of the market  capitalization  of the MSCI  Europe  Index were
attributed  to companies in Germany,  Vanguard  European  Stock Index Fund would
invest  about 10% of its assets in stocks of German  issuers.  Furthermore,  the
Fund would construct a German portfolio whose size and industry  weightings,  as
well as average financial characteristics,  approximated the German component of
the MSCI Europe Index. The European,  Pacific,  and Emerging Markets Stock Index
Funds each employ this sampling method of indexing.
     While each Fund  attempts  to track the  performance  of its target  index,
there  is no  guarantee  that  securities  selected  for the Fund  will  provide
investment performance exactly matching that of the index.
     Yet another  indexing  approach is to invest in other index funds that seek
to track subsets of a target index. The Total International Stock Index Fund and
Developed  Markets Index Fund both use this "fund of funds" approach,  which can
be very cost-effective and efficient

<PAGE>

17

when starting an index fund from  scratch.  For example,  the Developed  Markets
Index Fund seeks to track the performance of the MSCI EAFE Index by investing in
two other  Vanguard  funds--the  European Stock Index Fund and the Pacific Stock
Index  Fund.  These  other  Vanguard  funds have the  respective  objectives  of
tracking the MSCI Europe Index and the MSCI Pacific Free Index,  which  together
comprise the MSCI EAFE Index. The Fund allocates its assets between the European
Stock  Index  Fund  and  the  Pacific  Stock  Index  Fund  based  on the  market
capitalization of European and Pacific stocks in the MSCI EAFE Index.

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

     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.  Each Fund intends to invest at least 95%
of its total  assets in the stocks of its target  index.  The  Emerging  Markets
Stock  Index  Fund  normally  invests  95% of its total  assets in stocks of its
target index, holding the remaining 5% in cash reserves to meet daily redemption
requests.  The Total  International  Stock and  Developed  Markets  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  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.

<PAGE>

18

     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 to 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>

19

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

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

[FLAG] EACH FUND IS SUBJECT TO COUNTRY RISK,  WHICH IS THE CHANCE 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, France, Germany,
and the  Netherlands  comprised  29%, 15%, 14%, and 8% of the MSCI Europe Index,
respectively,  as of March 31, 2000;  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 the Fund's  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 82% of the MSCI Pacific
Free  Index as of  March  31,  2000.  Therefore,  Japanese  stocks  represent  a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment in the

<PAGE>

20

Japanese stock market involves 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  MARKETS  INDEX FUND. As a fund of funds,  the Developed  Markets
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
March 31, 2000, the Fund's assets were invested as follows:  60% in the European
Stock Index Fund;  30% in the Pacific Stock Index Fund;  and 10% in the Emerging
Markets Stock Index Fund.

[FLAG]EACH FUND IS SUBJECT TO CURRENCY RISK, WHICH IS THE CHANCE 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 in a manner that mirrors the weightings of their target
indexes.  The Total  International  Stock Index Fund simply invests in shares of
the European,  Pacific,  and Emerging Markets Stock Index Funds.  Likewise,  the
Developed  Markets  Index Fund will simply  invest in shares of the European and
Pacific Stock Index Funds.  Each Fund seeks to provide  investment  results that
correspond to its target index.  The  correlation  between the  performance of a
Fund and its target index is expected to be at least 95%. (A correlation of 100%
would indicate perfect correlation.)
     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,    France,    Germany,    and   the
Netherlands--dominate  the  Index,  with 29%,  15%,  14%,  and 8% of the  market
capitalization  of the Index,  respectively,  as of March 31, 2000. The other 11
countries,  which include Austria,  Belgium,  Denmark,  Finland, Ireland, Italy,
Norway, Portugal,  Spain, Sweden, and Switzerland,  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  82% of the market
capitalization  of the Index as of March 31,  2000.  The  other  four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.

<PAGE>

21

     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--Mexico,  Brazil, and South Africa--represent a majority of the Index,
with 16%, 14%, and 13% of the market capitalization of the Index,  respectively,
as of March  31,  2000.  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.  The Index is
called  "select"  because  it is modeled on a larger  index--the  MSCI  Emerging
Markets Free  Index--but with certain  adjustments  designed to reduce risk. For
instance,  MSCI  considers  the Hong Kong and  Singapore  markets  too mature to
include in its index, but they are part of the Select Index.  Conversely,  as of
March 31, 2000, the Select Index excluded  certain  countries  found in the MSCI
Emerging Markets Free  Index--Chile,  China,  Colombia,  India,  Jordan,  Korea,
Pakistan,  Peru,  Russia, Sri Lanka, and Taiwan--due to concerns about liquidity
or  entry  barriers  in  those  markets.   MSCI  administers  the  Select  Index
exclusively for Vanguard,  and  periodically  adjusts the included  countries to
keep pace with  evolution  in world  markets.  (Such  adjustments  are made on a
forward-looking  basis, so past  performance of the Select Index always reflects
actual country representation during the relevant period.)
     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 who do not generate the costs. All transaction
fees are paid  directly to the fund itself  (unlike a sales  charge or load that
non-Vanguard  funds  may  impose to  compensate  their  sales  representatives).
Without  transaction  fees,  some index funds would have trouble  tracking their
target indexes.

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

<PAGE>

22

- -    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 27 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. The average turnover rate for passively  managed foreign stock
index funds in 1999 was roughly  17%; for all foreign  stock funds,  the average
turnover was approximately 76%, according to Morningstar,  Inc. (A turnover rate
of 100% would occur, for example,  if a fund sold and replaced securities valued
at 100% of its net assets within a one-year period.)
- --------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
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).

<PAGE>

23

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

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 $550  billion.  All of the  Vanguard  funds share in the
expenses associated with business operations,  such as personnel,  office space,
equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
     Total International Stock and Developed Markets 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  Stock and Developed  Markets
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.

<PAGE>

24

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                     VANGUARD'S UNIQUE CORPORATE STRUCTURE

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

INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds' adviser through its Quantitative  Equity Group. (The
Developed  Markets and Total  International  Stock Index Funds receive  advisory
services indirectly, by investing in other 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.

- --------------------------------------------------------------------------------
                                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 $371  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
Quantitative  Equity  Group;  has worked in  investment  management  since 1985;
primary  responsibility  for Vanguard's stock indexing policy and strategy since
joining the company in 1987;  A.B.,  Dartmouth  College;  M.B.A.,  University of
Chicago.
- --------------------------------------------------------------------------------

<PAGE>

25

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

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  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.

<PAGE>

26

     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,  DEVMKT,  and  TOTINTL  for the  European,  Pacific,
Emerging Markets,  Developed 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  Markets Index Fund,  which did not start  operations
until May 5, 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 dividend and capital gains  distributions).  This
information  has  been  derived  from  the  financial   statements   audited  by
PricewaterhouseCoopers  LLP, independent  accountants,  whose report--along with
each Fund's financial  statements--is  included in the Funds' most recent annual
report to  shareholders.  You may have the  annual  report  sent to you  without
charge by contacting Vanguard.

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

This  explanation  uses the  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  $0.50 per share from  investment  income  (interest  and
dividends) and $3.69 per share from investments that had appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received $0.65 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($4.19  per  share)  minus the  distributions  ($0.65  per share)
resulted in a share price of $28.82 at the end of the year. This was an increase
of $3.54 per share (from  $25.28 at the  beginning  of the year to $28.82 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 16.62% for the year.

As of December 31, 1999, the Fund had $6.1 billion in net assets.  For the year,
its  expense  ratio was 0.29%  ($2.90  per  $1,000 of net  assets);  and its net
investment  income  amounted to 1.99% of its  average  net  assets.  It sold and
replaced securities valued at 7% of its net assets.
- --------------------------------------------------------------------------------

<PAGE>

27

- --------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                            YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28      $20.13      $16.57      $14.02      $11.76
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .50         .41         .38         .34         .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    3.69        5.40        3.63        2.63        2.30
                        --------------------------------------------------------
   Total from Investment
    Operations             4.19        5.81        4.01        2.97        2.62
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.50)       (.52)       (.37)       (.36)       (.32)
 Distributions from
  Realized Capital Gains   (.15)       (.14)       (.08)       (.06)       (.04)
                        --------------------------------------------------------
   Total Distributions     (.65)       (.66)       (.45)       (.42)       (.36)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $28.82      $25.28      $20.13      $16.57      $14.02
================================================================================

TOTAL RETURN*             16.62%      28.86%      24.23%      21.26%      22.28%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $6,106      $4,479      $2,432      $1,595      $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.29%       0.29%       0.31%       0.35%       0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      1.99%       1.97%       2.19%       2.45%       2.66%
 Turnover Rate               7%          7%          3%          4%          2%
================================================================================
*Total return figures do not reflect the transaction fee on purchases imposed
 prior to 4/1/2000.

- --------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $7.72      $10.51      $11.50      $11.31
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .08        .085         .09         .10         .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    4.39        .100       (2.79)      (1.00)        .21
                        --------------------------------------------------------
   Total from Investment
    Operations             4.47        .185       (2.70)       (.90)        .31
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.09)      (.065)       (.09)       (.09)       (.12)
 Distributions from
  Realized Capital Gains     --          --          --          --          --
                        --------------------------------------------------------
   Total Distributions     (.09)      (.065)       (.09)       (.09)       (.12)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $12.22       $7.84      $ 7.72      $10.51      $11.50
================================================================================

TOTAL RETURN*            57.05%       2.41%     -25.67%      -7.82%       2.75%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $2,526      $1,033        $827        $978        $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.37%       0.40%       0.35%       0.35%       0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      0.95%       1.17%       1.03%       0.89%       0.97%
 Turnover Rate               6%          4%          8%          9%          1%
================================================================================
*Total return figures do not reflect the transaction fee on purchases imposed
 prior to 4/1/2000.

<PAGE>

28

FINANCIAL HIGHLIGHTS (CONTINUED)

- --------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $9.98      $12.28      $10.75      $10.87
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .24         .27         .24         .18         .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    4.62       (2.08)      (2.31)       1.52        (.09)
                        --------------------------------------------------------
   Total from Investment
    Operations             4.86       (1.81)      (2.07)       1.70         .06
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.27)       (.26)       (.23)       (.17)       (.18)
 Distributions from
  Realized Capital Gains     --          --          --          --          --
                        --------------------------------------------------------
   Total Distributions     (.27)       (.26)       (.23)       (.17)       (.18)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $21.50       $7.91      $ 9.98      $12.28      $10.75
================================================================================

TOTAL RETURN*            61.57%     -18.12%     -16.82%      15.83%       0.56%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $1,138        $577        $660        $637        $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.58%       0.61%       0.57%       0.60%       0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      2.55%       2.99%       1.96%       1.69%       2.00%
 Turnover Rate              22%         22%         19%          1%          3%
================================================================================
*Total return figures do not reflect the transaction fee on purchases (0.5%
 beginning 4/1/2000, 1.0% from 11/3/1997 to 3/31/2000, 1.5% from 1/1/1997 to
 11/2/1997, 2.0% in 1995 through 1996), or the transaction fee on redemptions
 (0.5% beginning 4/1/2000, 1.0% through 3/31/2000).

- --------------------------------------------------------------------------------
                                          VANGUARD TOTAL INTERNATIONAL
                                                STOCK INDEX FUND
                                             YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                                       1999         1998         1997     1996*
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF PERIOD                 $11.19       $ 9.87       $10.14    $10.26
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                  .21          .21          .18      .150
 Capital Gain Distributions
  Received                              .04          .02          .02      .015
 Net Realized and
  Unrealized Gain
  (Loss) on Investments                3.09         1.31         (.28)    (.110)
                        --------------------------------------------------------
   Total from Investment
    Operations                         3.34         1.54         (.08)     .055
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.21)        (.21)        (.17)    (.160)
 Distributions from
  Realized Capital Gains               (.01)        (.01)        (.02)    (.015)
                        --------------------------------------------------------
   Total Distributions                 (.22)        (.22)        (.19)    (.175)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD       $14.31       $11.19       $ 9.87    $10.14
================================================================================

TOTAL RETURN**                       29.92%       15.60%       -0.77%     0.55%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)                  $2,570       $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                  2.04%        2.18%        2.19%    1.51%+
 Turnover Rate                           1%           2%           0%        0%
================================================================================
 *April 29 (inception) through December 31, 1996.
**Total return figures do not reflect the transaction fee on purchases imposed
  prior to April 1, 2000.
 +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>

29

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 Access Center, toll-free, at 1-800-523-1188.
- -    If you have questions about your account,  contact your plan  administrator
     or the organization that provides recordkeeping services for your plan.

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

TRANSACTIONS
Contributions,  exchanges,  or  redemptions  of a Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete  information on your contribution,  exchange,  or
redemption, and that Vanguard has received the appropriate assets.
     In all cases, your transaction will be based on 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  Vanguard  Participant
     Access Center, toll-free, at 1-800-523-1188 for a copy.
- -    Vanguard can accept exchanges only as permitted by your plan.  Contact your
     plan  administrator for details on the exchange policies that apply to your
     plan.

<PAGE>

30

- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION  FEES: The Emerging Markets Stock Index Fund imposes a 0.5%
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>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

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

INTERNATIONAL STOCK FUND
A mutual fund that invests in the stocks of companies located outside the United
States.

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.

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Developed 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 ACCESS CENTER
P.O. BOX 2900
VALLEY FORGE, PA  19482-2900

TELEPHONE:
1-800-523-1188

TEXT TELEPHONE:
1-800-523-8004

WORLD WIDE WEB:
WWW.VANGUARD.COM

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

Funds' Investment Company Act
file number: 811-5972 (811-3919)
for Developed 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>


                                                       VANGUARD(R) INTERNATIONAL
                                                       STOCK INDEX FUNDS
                                                       INSTITUTIONAL SHARES

                                                       VANGUARD(R) INSTITUTIONAL
                                                       DEVELOPED MARKETS
                                                       INDEX FUND

                                                       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 MARKETS
INDEX FUND



                                         [MEMBERS OF THE VANGUARD GROUP(R) LOGO]

<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS INSTITUTIONAL SHARES
VANGUARD INSTITUTIONAL DEVELOPED MARKETS 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

     5 Vanguard Pacific Stock Index Fund Institutional Shares

     8 Vanguard Emerging Markets Stock Index Fund Institutional Shares

    12 Vanguard Institutional Developed Markets Index Fund

 14 MORE ON THE FUNDS

 21 THE FUNDS AND VANGUARD

 22 INVESTMENT ADVISER

 22 DIVIDENDS, CAPITAL GAINS, AND TAXES

 24 SHARE PRICE

 25 FINANCIAL HIGHLIGHTS

 28 INVESTING WITH VANGUARD

    28 Services and Account Features

    29 Types of Accounts

    29 Buying Shares

    31 Redeeming Shares

    34 Transferring Registration

    34 Fund and Account Updates

    35 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  Markets  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
The Vanguard  European,  Pacific,  and Emerging  Markets  Stock Index Funds each
offer  two  separate  classes  of  shares:  Investor  and  Institutional.   This
prospectus  offers the Funds'  Institutional  Shares,  which have an  investment
minimum of $10 million and  generally are not available to investors who require
special employee benefit plan services.  Please call Vanguard at  1-800-662-7447
to obtain a separate  prospectus  that offers the Funds' Investor Shares as well
as the investor version of Vanguard Institutional  Developed Markets Fund. These
options have an investment minimum of $3,000 ($1,000 for IRAs).
     The Funds'  separate  share classes have different  expenses;  as a result,
their investment  performances will vary. UNLESS OTHERWISE NOTED, ALL REFERENCES
IN  THIS  PROSPECTUS  TO  FEES,  EXPENSES,  AND  INVESTMENT  PERFORMANCE  RELATE
SPECIFICALLY TO INSTITUTIONAL SHARES.
- --------------------------------------------------------------------------------


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

<PAGE>

1

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  Markets 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           European, Australian, and Far
 Markets 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(R) 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.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
investing all or substantially  all of its assets in a representative  sample of
the common stocks  included in the MSCI Europe  Index.  The MSCI Europe Index is
made up of approximately  550 common stocks of companies  located in 15 European
countries--mostly in the United Kingdom,  France,  Germany, and the Netherlands,
(which  comprised  29%, 15%, 14%, and 8% of the Index's  market  capitalization,
respectively,  as of March 31, 2000), as well as in Austria,  Belgium,  Denmark,
Finland, Ireland, Italy, Norway, Portugal,  Spain, Sweden, and Switzerland.  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. The Index's,
     and therefore the Fund's, heavy exposure to four countries (United Kingdom,
     France,  Germany, and the Netherlands)  involves a higher degree of country
     risk than that of more geographically diversified international funds.
- -    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.

<PAGE>

3

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                              1991          12.40%
                              1992          -3.32%
                              1993          29.13%
                              1994           1.88%
                              1995          22.28%
                              1996          21.26%
                              1997          24.23%
                              1998          28.86%
                              1999          16.62%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases prior to April 1, 2000.
              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.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 20.37%  (quarter  ended March 31, 1998) and the lowest  return for a
quarter was -14.41% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund Investor
        Shares**                  16.62%       22.58%            14.61%
      MSCI Europe Index           15.77        22.27             14.78
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the transaction fee imposed on purchases
        prior to April 1, 2000.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until May 5, 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:                                      None
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.11%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.07%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.18%

<PAGE>

4

     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
- -------------------------------------------------
     $20         $64       $113         $255
- -------------------------------------------------

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

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

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

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

INCEPTION DATE                          VANGUARD FUND NUMBER
May 5, 2000                             235

NET ASSETS (INVESTOR SHARES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                       922042502
$6.1 billion
- --------------------------------------------------------------------------------

<PAGE>

5

FUND PROFILE--VANGUARD(R) 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.*

*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
investing all or substantially  all of its assets in a representative  sample of
the common stocks included in the MSCI Pacific Free Index. The MSCI Pacific Free
Index consists of approximately  420 common stocks of companies located in Japan
(which comprised 82% of the Index's market capitalization as of March 31, 2000),
Australia,  Hong Kong, New Zealand,  and Singapore.  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. The Index's,
     and therefore the Fund's,  heavy exposure to Japan involves a higher degree
     of country risk than that of more geographically  diversified international
     funds.
- -    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.

<PAGE>

6

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                              1991          10.65%
                              1992         -18.17%
                              1993          35.46%
                              1994          13.04%
                              1995           2.75%
                              1996          -7.82%
                              1997         -25.67%
                              1998           2.41%
                              1999          57.05%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases prior to April 1, 2000.
              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.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 26.50% (quarter ended December 31, 1998) and the lowest return for a
quarter was -20.69% (quarter ended December 31, 1997).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                    1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock Index
       Fund Investor Shares**       57.05%       2.52%             3.20%
      MSCI Pacific Free Index       56.38        2.39              3.08
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the transaction fee imposed on purchases
        prior to April 1, 2000.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until May 5, 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:                                      None
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.18%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.06%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.24%

<PAGE>

7

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
- -------------------------------------------------
    $30         $93       $163         $368
- -------------------------------------------------

     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                    PacInst

INCEPTION DATE                          VANGUARD FUND NUMBER
May 5, 2000                             237

NET ASSETS (INVESTOR SHARES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                       922042403
$2.5 billion
- --------------------------------------------------------------------------------

<PAGE>

8

FUND PROFILE--VANGUARD(R) 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.*

*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
investing all or substantially  all of its assets in a representative  sample of
the common stocks included in the Select Emerging Markets Free Index. The Select
Emerging  Markets  Free  Index  includes  approximately  500  common  stocks  of
companies  located in emerging  markets around the world.  As of March 31, 2000,
the largest markets covered in the Index were Mexico,  Brazil,  and South Africa
(which  comprised  16%,  14%,  and  13% of the  Index's  market  capitalization,
respectively).  Other countries represented in the Index included Argentina, the
Czech Republic,  Greece, Hungary,  Indonesia,  Israel, the Philippines,  Poland,
Thailand,  Turkey,  Hong Kong, and Singapore.  MSCI administers the Select Index
exclusively for Vanguard.  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.  The
     Index's,  and therefore the Fund's,  heavy exposure to Mexico,  Brazil, and
     South  Africa  involves a higher  degree of country  risk than that of more
     geographically diversified international funds.
- -    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 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.

<PAGE>

9

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                              1995           0.56%
                              1996          15.83%
                              1997         -16.82%
                              1998         -18.12%
                              1999          61.57%
              ----------------------------------------------------
              Return figures do not reflect the transaction fee
              imposed on purchases and redemptions. If these
              amounts were reflected, returns would be less than
              those shown.
              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.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 28.32% (quarter ended December 31, 1999) and the lowest return for a
quarter was -21.52% (quarter ended June 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund
       Investor Shares**          59.96%        4.88%             6.03%
      MSCI Emerging Markets
       Free Index                 66.40         2.00              3.69
      Select Emerging Markets
       Free Index+                60.86         4.81              4.93
      -------------------------------------------------------------------------
       *May 4, 1994.
      **Return figures reflect the 0.5% transaction fee imposed on purchases
        and redemptions.
       +The Select Emerging Markets Free Index is administered by MSCI
        exclusively for Vanguard.
      -------------------------------------------------------------------------

<PAGE>

10

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until May 5, 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:                                                  0.5%**
      Exchange Fee:                                                      None

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

     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
- -------------------------------------------------
   $148        $251       $363          $692
- -------------------------------------------------

     You would pay the following expenses if you did not redeem your shares (the
difference  being that the Fund's 0.5%  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
- -------------------------------------------------
   $96         $194       $301          $614
- -------------------------------------------------

     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.

<PAGE>

11

- --------------------------------------------------------------------------------
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                    EmergInst

INCEPTION DATE                          VANGUARD FUND NUMBER
May 5, 2000                             239

NET ASSETS (INVESTOR SHARES) AS OF      CUSIP NUMBER
DECEMBER 31, 1999                       922042601
$1.1 billion
- --------------------------------------------------------------------------------

<PAGE>

12

FUND PROFILE--VANGUARD(R) INSTITUTIONAL DEVELOPED
MARKETS INDEX FUND

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

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. The Fund
seeks to track the  performance of the MSCI EAFE Index by investing in two other
Vanguard  funds--the  European  Stock  Index Fund  Institutional  Shares and the
Pacific Stock Index Fund Institutional  Shares.  These other Vanguard funds have
the respective objectives of tracking the MSCI Europe Index and the MSCI Pacific
Free Index,  which together comprise the MSCI EAFE Index. The Fund allocates all
or  substantially  all of its  assets  between  the  European  Stock  Index Fund
Institutional Shares and the Pacific Stock Index Fund Institutional Shares based
on the market  capitalization  of European  and Pacific  stocks in the MSCI EAFE
Index.  The MSCI  EAFE  Index  includes  approximately  1,000  common  stocks of
companies  located  in  Europe,  Australia,  Asia,  and the Far  East.  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 5, 2000, so performance  information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.

<PAGE>

13

FEES AND EXPENSES
The following  table  describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on 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:                                      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 Markets 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 0.20%.

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

- ------------------------
  1 YEAR       3 YEARS
- ------------------------
    $24         $74
- ------------------------

     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                    DevMktInst

INCEPTION DATE                          VANGUARD FUND NUMBER
May 5, 2000                             234

                                        CUSIP NUMBER
                                        921909800
- --------------------------------------------------------------------------------

<PAGE>

14

MORE ON THE FUNDS
The   following   sections   discuss  other   important   features  of  Vanguard
International  Stock Index Funds and Vanguard  Institutional  Developed  Markets
Index  Fund,  including  indexing  methods,  fund  characteristics,   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
Some index funds hold each stock found in their target indexes in about the same
proportions as represented in the indexes themselves.
     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, in the
aggregate,  recreate  the key  characteristics  of  their  target  indexes.  For
instance,  if 10% of the market  capitalization  of the MSCI  Europe  Index were
attributed  to companies in Germany,  Vanguard  European  Stock Index Fund would
invest  about 10% of its assets in stocks of German  issuers.  Furthermore,  the
Fund would construct a German portfolio whose size and industry  weightings,  as
well as average financial characteristics,  approximated the German component of
the MSCI Europe Index. The European,  Pacific,  and Emerging Markets Stock Index
Funds each employ this sampling method of indexing.
     While each Fund  attempts  to track the  performance  of its target  index,
there  is no  guarantee  that  securities  selected  for the Fund  will  provide
investment performance exactly matching that of the index.
     Yet another  indexing  approach is to invest in other index funds that seek
to track subsets of a target index. The  Institutional  Developed  Markets Index
Fund uses this "fund of funds"

<PAGE>

15

approach,  which can be very cost-effective and efficient when starting an index
fund from scratch. For example,  the Institutional  Developed Markets Index Fund
seeks to track the  performance of the MSCI EAFE Index by investing in two other
Vanguard  funds--the  European  Stock  Index Fund  Institutional  Shares and the
Pacific Stock Index Fund Institutional  Shares.  These other Vanguard funds have
the respective objectives of tracking the MSCI Europe Index and the MSCI Pacific
Free Index,  which together comprise the MSCI EAFE Index. The Fund allocates its
assets  between  the  European  Stock  Index Fund  Institutional  Shares and the
Pacific Stock Index Fund Institutional Shares based on the market capitalization
of European and Pacific stocks in the MSCI EAFE Index.

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

     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.  Each Fund intends to invest at least 95%
of its total  assets in the stocks of its target  index.  The  Emerging  Markets
Stock  Index  Fund  normally  invests  95% of its total  assets in stocks of its
target index, holding the remaining 5% in cash reserves to meet daily redemption
requests.  Institutional  Developed Markets Index Fund normally holds100% of its
assets in shares of its underlying funds.

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

Because  foreign  stock  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.

<PAGE>

16

     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 to 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>

17

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

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

[FLAG] EACH FUND IS SUBJECT TO COUNTRY RISK,  WHICH IS THE CHANCE 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, France, Germany,
and the  Netherlands  comprised  29%, 15%, 14%, and 8% of the MSCI Europe Index,
respectively,  as of March 31, 2000;  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 the Fund's  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 82% of the MSCI Pacific
Free  Index as of  March  31,  2000.  Therefore,  Japanese  stocks  represent  a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment in the

<PAGE>

18

Japanese stock market involves 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  MARKETS  INDEX  FUND.  As a fund  of  funds,  the
Institutional  Developed  Markets 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  CHANCE  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 in a manner that mirrors the weightings of their target
indexes.  The  Institutional  Developed Markets Index Fund simply invests in the
Institutional  Shares of the European and Pacific  Stock Index Funds.  Each Fund
seeks to provide  investment  results that  correspond to its target index.  The
correlation  between the  performance of a Fund and its target index is expected
to be at least 95%. (A correlation of 100% would indicate perfect correlation.)
     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,    France,    Germany,    and   the
Netherlands--dominate  the  Index,  with 29%,  15%,  14%,  and 8% of the  market
capitalization  of the Index,  respectively,  as of March 31, 2000. The other 11
countries,  which include Austria,  Belgium,  Denmark,  Finland, Ireland, Italy,
Norway, Portugal,  Spain, Sweden, and Switzerland,  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  82% of the market
capitalization  of the Index as of March 31,  2000.  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--Mexico,  Brazil, and South Africa--represent a majority of the Index,
with 16%, 14%, and 13% of the market capitalization of the Index,  respectively,
as of March  31,  2000.  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

<PAGE>

19

the Index to broaden diversification and ensure adequate liquidity. The Index is
called  "select"  because  it is modeled on a larger  index--the  MSCI  Emerging
Markets Free  Index--but with certain  adjustments  designed to reduce risk. For
instance,  MSCI  considers  the Hong Kong and  Singapore  markets  too mature to
include in its index, but they are part of the Select Index.  Conversely,  as of
March 31, 2000, the Select Index excluded  certain  countries  found in the MSCI
Emerging Markets Free  Index--Chile,  China,  Colombia,  India,  Jordan,  Korea,
Pakistan,  Peru,  Russia, Sri Lanka, and Taiwan--due to concerns about liquidity
or  entry  barriers  in  those  markets.   MSCI  administers  the  Select  Index
exclusively for Vanguard,  and  periodically  adjusts the included  countries to
keep pace with  evolution  in world  markets.  (Such  adjustments  are made on a
forward-looking  basis, so past  performance of the Select Index always reflects
actual country representation during the relevant period.)
     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 who do not generate the costs. All transaction
fees are paid  directly to the fund itself  (unlike a sales  charge or load that
non-Vanguard  funds  may  impose to  compensate  their  sales  representatives).
Without  transaction  fees,  some index funds would have trouble  tracking their
target indexes.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
Therefore,  the  Vanguard  International  and Vanguard  Institutional  Developed
Markets 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.
- -    The  Emerging  Markets  Stock  Index  Fund  charges  a  transaction  fee on
     purchases and 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.

<PAGE>

20

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 26 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. The average turnover rate for passively  managed foreign stock
index funds in 1999 was roughly  17%; for all foreign  stock funds,  the average
turnover was approximately 76%, according to Morningstar,  Inc. (A turnover rate
of 100% would occur, for example,  if a fund sold and replaced securities valued
at 100% of its net assets within a one-year period.)
- --------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
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.
- --------------------------------------------------------------------------------

<PAGE>

21

     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.

THE FUNDS AND VANGUARD
The 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 $550 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
     Vanguard Institutional  Developed Markets 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.  The
Fund may  operate  without  incurring  direct  expenses  because  Vanguard  will
reimburse it for (i) its  contributions  to the cost of operating the underlying
funds in which it invests,  and (ii)  savings in  administrative  and  marketing
costs that Vanguard expects to derive from its operations.

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

<PAGE>

22

INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1975,  serves as the Funds'  adviser  through  its  Quantitative  Equity  Group.
(Institutional   Developed   Markets  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 Funds  began
operations  on May 5,  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 less than 0.01% each.
     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 $371  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
Quantitative  Equity  Group;  has worked in  investment  management  since 1985;
primary  responsibility  for Vanguard's stock indexing policy and strategy since
joining the company in 1987;  A.B.,  Dartmouth  College;  M.B.A.,  University of
Chicago.
- --------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each Fund distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings.  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.
- --------------------------------------------------------------------------------

<PAGE>

23

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

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

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

<PAGE>

24

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.

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 Markets 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
EUROINST, PACINST, EMERGINST, and DEVMKTINST for the Institutional Shares of the
European, Pacific, and Emerging Markets Stock Index Funds, and the Institutional
Developed Markets Index Fund, respectively.

<PAGE>

25

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  Markets  Index Fund,  which did not start
operations  until May 5,  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   dividend   and  capital   gains
distributions).  This information has been derived from the financial statements
audited  by   PricewaterhouseCoopers   LLP,   independent   accountants,   whose
report--along with each Fund's financial  statements--is  included in the Funds'
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.
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  Investor  Shares 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 $0.50 per share from investment  income
(interest  and  dividends)  and  $3.69  per  share  from  investments  that  had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders  received $0.65 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($4.19  per  share)  minus the  distributions  ($0.65  per share)
resulted in a share price of $28.82 at the end of the year. This was an increase
of $3.54 per share (from  $25.28 at the  beginning  of the year to $28.82 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 16.62% for the year.

As of December 31, 1999, the Fund had $6.1 billion in net assets.  For the year,
its  expense  ratio was 0.29%  ($2.90  per  $1,000 of net  assets);  and its net
investment  income  amounted to 1.99% of its  average  net  assets.  It sold and
replaced securities valued at 7% of its net assets.
- --------------------------------------------------------------------------------

<PAGE>

26

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                                INVESTOR SHARES
                                            YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28      $20.13      $16.57      $14.02      $11.76
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .50         .41         .38         .34         .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    3.69        5.40        3.63        2.63        2.30
                        --------------------------------------------------------
   Total from Investment
    Operations             4.19        5.81        4.01        2.97        2.62
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.50)       (.52)       (.37)       (.36)       (.32)
 Distributions from
  Realized Capital Gains   (.15)       (.14)       (.08)       (.06)       (.04)
                        --------------------------------------------------------
   Total Distributions     (.65)       (.66)       (.45)       (.42)       (.36)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $28.82      $25.28      $20.13      $16.57      $14.02
================================================================================

TOTAL RETURN*             16.62%      28.86%      24.23%      21.26%      22.28%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $6,106      $4,479      $2,432      $1,595      $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.29%       0.29%       0.31%       0.35%       0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      1.99%       1.97%       2.19%       2.45%       2.66%
 Turnover Rate               7%          7%          3%          4%          2%
================================================================================
*Total return figures do not reflect the transaction fee on purchases imposed
 prior to 4/1/2000.


- --------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                              INVESTOR SHARES
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $7.72      $10.51      $11.50      $11.31
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .08        .085         .09         .10         .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    4.39        .100       (2.79)      (1.00)        .21
                        --------------------------------------------------------
   Total from Investment
    Operations             4.47        .185       (2.70)       (.90)        .31
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.09)      (.065)       (.09)       (.09)       (.12)
 Distributions from
  Realized Capital Gains     --          --          --          --          --
                        --------------------------------------------------------
   Total Distributions     (.09)      (.065)       (.09)       (.09)       (.12)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $12.22       $7.84      $ 7.72      $10.51      $11.50
================================================================================

TOTAL RETURN*            57.05%       2.41%     -25.67%      -7.82%       2.75%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $2,526      $1,033        $827        $978        $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.37%       0.40%       0.35%       0.35%       0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      0.95%       1.17%       1.03%       0.89%       0.97%
 Turnover Rate               6%          4%          8%          9%          1%
================================================================================
*Total return figures do not reflect the transaction fee on purchases imposed
 prior to 4/1/2000.

<PAGE>

27

- --------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                               INVESTOR SHARES
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------
                           1999        1998        1997        1996        1995
- --------------------------------------------------------------------------------
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $9.98      $12.28      $10.75      $10.87
- --------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .24         .27         .24         .18         .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments    4.62       (2.08)      (2.31)       1.52        (.09)
                        --------------------------------------------------------
   Total from Investment
    Operations             4.86       (1.81)      (2.07)       1.70         .06
                        --------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income        (.27)       (.26)       (.23)       (.17)       (.18)
 Distributions from
  Realized Capital Gains     --          --          --          --          --
                        --------------------------------------------------------
   Total Distributions     (.27)       (.26)       (.23)       (.17)       (.18)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $21.50       $7.91      $ 9.98      $12.28      $10.75
================================================================================

TOTAL RETURN*            61.57%     -18.12%     -16.82%      15.83%       0.56%
================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Year (Millions)        $1,138        $577        $660        $637        $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.58%       0.61%       0.57%       0.60%       0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      2.55%       2.99%       1.96%       1.69%       2.00%
 Turnover Rate              22%         22%         19%          1%          3%
================================================================================
*Total return figures do not reflect the transaction fee on purchases (0.5%
 beginning 4/1/2000, 1.0% from 11/3/1997 to 3/31/2000, 1.5% from 1/1/1997 to
 11/2/1997, 2.0% in 1995 through 1996), or the transaction fee on redemptions
 (0.5% beginning 4/1/2000, 1.0% through 3/31/2000).


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) 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>

29

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
Emerging  Markets  Stock  Index  Fund  deducts  a 0.5% 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>

30

In favor of:
European Stock Index Fund Institutional Shares-235
Pacific Stock Index Fund Institutional Shares-237
Emerging Markets Stock Index Fund Institutional Shares-239
Institutional Developed Markets Index Fund-234

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-235
Pacific Stock Index Fund Institutional Shares-237
Emerging Markets Stock Index Fund Institutional Shares-239
Institutional Developed Markets Index Fund-234

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                100 Vanguard Boulevard
Valley Forge, PA 19482-2900  Malvern, PA 19355-2331
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . . [TELEPHONE 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>

31

- --------------------------------------------------------------------------------
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 33.

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 described in this "Redeeming  Shares"
section of the prospectus.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Emerging Markets Stock Index Fund Institutional Shares imposes a 0.5% 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>

32

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 by  telephone  are
VANGUARD  U.S.  STOCK  INDEX  FUNDS,  VANGUARD  BALANCED  INDEX  FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however, permit telephone exchanges within IRAs
and some other retirement accounts.
- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE ICON]
Call Vanguard  Tele-Account 24 hours a day--or your assigned  Service  Associate
during business hours--to sell shares.
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.
- -    The Personal  Identification  Number (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.

<PAGE>

33

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                100 Vanguard Boulevard
Valley Forge, PA 19482-2900  Malvern, PA 19355-2331
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption proceeds in one of three ways: check or exchange
to another Vanguard fund.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------

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

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

*For instance, a signature guarantee must  be provided by all registered account
 shareholders when redemption  proceeds are  to be sent to a different person or
 address. A signature guarantee 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 A FUND
     during any 12-month period.
- -    Your round trips through a Fund must be at least 30 days apart.
- -    A Fund may refuse a share purchase at any time, for any reason.

<PAGE>

34

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

TRANSFERRING REGISTRATION

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

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

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports about your 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.
- --------------------------------------------------------------------------------

<PAGE>

35

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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 an investor's  Institutional Shares into Investor Shares of
the same Fund if the  investor's  account  balance  falls below $10 million.  In
addition, Vanguard Institutional Developed Markets Index Fund reserves the right
to redeem an 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>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

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

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

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

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

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

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

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

INTERNATIONAL STOCK FUND
A mutual fund that invests in the stocks of companies located outside the United
States.

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.

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Institutional Developed Markets
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 1-202-942-8090. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by electronic request at
the following e-mail address:
[email protected], or by writing
the Public Reference Section,
Securities and Exchange
Commission, Washington, DC
20549-0102.

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

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

I235N-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  (except for  Vanguard  Developed  Markets  Index Fund and
Vanguard  Institutional  Developed Markets Index Fund) as hereby incorporated by
reference, please call:


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

                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
DESCRIPTION OF THE TRUST.....................................................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-21
PURCHASE OF SHARES..........................................................B-21
REDEMPTION OF SHARES........................................................B-21
SHARE PRICE.................................................................B-22
YIELD AND TOTAL RETURN......................................................B-22
COMPARATIVE INDEXES.........................................................B-24
DESCRIPTION OF BOND CREDIT RATINGS..........................................B-26
FINANCIAL STATEMENTS........................................................B-26

                            DESCRIPTION OF THE TRUST

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  diversified
Funds, each of which has outstanding one class of shares:


                    Vanguard(R) Developed Markets Index Fund
             Vanguard(R) Institutional Developed Markets Index Fund
              Vanguard(R) LifeStrategy(R) Conservative Growth Fund
                     Vanguard(R) LifeStrategy(R) Growth Fund
                     Vanguard(R) LifeStrategy(R) Income Fund
                Vanguard(R) LifeStrategy(R) Moderate Growth Fund
                            Vanguard(R) STAR(TM) Fund
                Vanguard(R) 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 a 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.

     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.

                                      B-3
<PAGE>
                              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  bankruptcy  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  advisers
acknowledge  these risks,  it is expected  that they can be  controlled  through
careful monitoring procedures.

     FUTURES CONTRACTS. Institutional Developed Markets Index, Developed Markets
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  financial  instrument  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 most futures  contracts by their terms call for actual delivery or
acceptance of the underlying financial instrument, the Funds will generally only
utilize  stock index  contracts  which are settled by a cash amount equal to the
value of an explicit stock index (such as the Standard & Poor's 500 Stock Index)
on the contract maturity date. In most cases,  however, the contracts are closed
out before the settlement date.  Closing out an open futures position is done by
taking an opposite  position  ("buying"  a contract  which has  previously  been
"sold," or "selling" a contract previously "purchased") in an identical contract
to terminate the  position.  Brokerage  commissions  are incurred when a futures
contract is bought or sold.

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

                                       B-4

<PAGE>

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.
     Traders in futures contracts,  in general,  use the futures markets for one
of two  purposes:  1) to offset  or hedge  unfavorable  changes  in the value of
securities otherwise held (or expected to be held) for investment purposes;  or,
2) to profit from fluctuations in the financial instrument  underlying the value
of the futures contracts. In either case, futures contracts general offer a cost
effective  and  efficient  means to  replicate  exposure  to  various  financial
instruments.  The Funds intend to use futures  contracts to either simulate full
(or  near  full)  investment  in  stocks,  while  keeping  cash  on hand to meet
shareholder redemptions, or to reduce transaction costs. A Fund will not utilize
futures  contracts  to leverage  its  exposure to gains and losses to that above
100% of its assets.

     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 adviser
does 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.

                                      B-5

<PAGE>

     Utilization  of futures  transactions  by a Fund does  involve  the risk of
imperfect or no correlation,  particularly  considering  that futures  contracts
have set maturity dates (referred to as "expiration dates") while the underlying
equity  securities  of the contract  generally do not.  Even in the event that a
Fund utilizes futures for some limited hedging purpose, it is also possible that
the Fund  could  both lose  money on futures  contracts  and also  experience  a
decline in value of its portfolio securities.  There is also the risk of loss by
a Fund of margin  deposits in the event of  bankruptcy of a broker with whom the
Fund has an open position in a futures contract or related option.

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

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

     In order for 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 securities laws, may be sold only to qualified institutional buyers.
Because these securities can be resold only to qualified institutional buyers or
after they have been held for a number of years, they may be considered illiquid
securities--meaning  that they  could be  difficult  for the 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.  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.

                                      B-6

<PAGE>

     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 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  favorably or  unfavorably 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  these  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  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.

                                      B-7

<PAGE>

     However, foreign currency-related regulated futures contracts and nonequity
options are generally not subject to the special  currency  rules if they are or
would be treated  as sold for their  fair  market  value at  year-end  under the
marking-to-market rules applicable to other futures contracts unless an election
is made to have such currency rules apply. With respect to transactions  covered
by the special  rules,  foreign  currency gain or loss is calculated  separately
from any gain or loss on the underlying  transaction and is normally  taxable as
ordinary  income or loss.  A taxpayer may elect to treat as capital gain or loss
foreign currency gain or loss arising from certain identified forward contracts,
futures  contracts,  and  options  that are  capital  assets in the hands of the
taxpayer and which are not part of a straddle.  The Treasury  Department  issued
regulations  under which certain  transactions  subject to the special  currency
rules that are part of a "section  988 hedging  transaction"  (as defined in the
Internal Revenue Code of 1986, as amended, and the Treasury regulations) will be
integrated and treated as a single transaction or otherwise treated consistently
for purposes of the Code. Any gain or loss  attributable to the foreign currency
component  of a  transaction  engaged in by a fund  which is not  subject to the
special  currency rules (such as foreign equity  investments  other than certain
preferred  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 and other Vanguard funds to participate in Vanguard's
interfund  lending  program.  This program  allows the Vanguard  funds to borrow
money from and loan money to each other for temporary or emergency purposes. The
program is subject to a number of conditions,  including the requirement that no
fund may borrow or lend money  through  the  program  unless it  receives a more
favorable  interest rate than is available  from a typical bank for a comparable
transaction. In addition, a Vanguard fund may participate in the program only if
and to the  extent  that  such  participation  is  consistent  with  the  fund's
investment  objective and other investment  policies.  The Boards of Trustees of
the Vanguard  funds are  responsible  for ensuring  that the  interfund  lending
program operates in compliance with all conditions of the Commission's exemptive
order.

     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 Member

                                      B-9

<PAGE>

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--[0.36%];  LifeStrategy Income  Fund--[0.28%];  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 Markets and Vanguard Developed
Markets Index Funds did not commence operations until May 5, 2000.

     CODE OF  ETHICS.Vanguard  has adopted a Code of Ethics  designed to prevent
employees  who may have  access  to  nonpublic  information  about  the  trading
activities of the Funds (access  persons) from profiting from that  information.
The Code permits  access persons to invest in securities for their own accounts,
including  securities that may be held by the Funds, but places  substantive and
procedural  restrictions  on their  trading  activities.  For example,  the Code
requires  that access  persons of the Funds receive  advance  approval for every
securities trade to ensure that there is no conflict with the trading activities
of the Funds.


                          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  Quantitative
Equity 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 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 year 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
                                                       ----------
                                                       ----------

                                      B-11

<PAGE>

                          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 42% (as of December 31, 1999) of the fund's assets
and to  continuously  review,  supervise,  and administer the fund's  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  $1,830,546
     Increase/(Decrease) for Performance
       Adjustment .........................     (63,493)     76,371     378,563
                                             ----------  ----------  ----------
     Total ................................  $1,228,924  $1,618,293  $2,209,109
                                             ----------  ----------  ----------
                                             ----------  ----------  ----------

FRANKLIN PORTFOLIO ASSOCIATES LLC

     Morgan Fund employs Franklin  Portfolio  Associates LLC under an investment
advisory  agreement to manage the investment and  reinvestment of  approximately
39%  (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:

                                      B-12

<PAGE>

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.

     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  $1,981,731
     Increase/(Decrease) for Performance
       Adjustment .........................     571,862     383,794    (212,101)
                                             ----------  ----------  ----------
     Total ................................  $1,882,082  $2,084,946  $1,769,630
                                             ----------  ----------  ----------
                                             ----------  ----------  ----------

VANGUARD'S QUANTITATIVE EQUITY GROUP

     Vanguard's  Quantitative Equity Group provides investment advisory services
on an at-cost basis with respect to approximately 19% 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  $500,000,
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%

                                      B-13

<PAGE>

     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   $1,408,000
                                            ----------  ----------   ----------
                                            ----------  ----------   ----------
     Long-Term Corporate .................  $  963,000  $1,048,000   $1,037,000
                                            ----------  ----------   ----------
                                            ----------  ----------   ----------

                       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 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 $814,000, 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:

                                      B-14

<PAGE>
                                                 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.

     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:

                                      B-15

<PAGE>

     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:

                                                   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 QUANTITATIVE EQUITY GROUP

     Vanguard's  Quantitative  Equity  Group  (the  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). In addition, the Group
manages any cash reserves held by the fund  (approximately 4%, as of October 31,
1999).  The Group also provides  investment  advisory  services to several other
Vanguard funds. The 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 provided by the Group in
the  following   approximate   amounts:   $196,000,   $287,000,   and  $511,000,
respectively.


                             VANGUARD EXPLORER FUND

     Vanguard  Explorer  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.  Until  February 28,  1990,  when  Explorer  Fund
acquired  the  assets  of  Explorer  II  Fund,  Wellington  Management  was sole
investment  adviser  to the fund  (then  known  simply as  Explorer  Fund),  and
Granahan  served as sole  investment  adviser to Explorer II Fund,  the acquired
fund.

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:

                                      B-16

<PAGE>

     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:

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

                                      B-17

<PAGE>

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:

     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  Quantitative Equity 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 Quantitative Equity Group
is supervised by the officers of the fund.

     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:

                                      B-18

<PAGE>

     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.

     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
$26,764,000, 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 $4,718,000, respectively.

                                      B-19

<PAGE>

                         VANGUARD ASSET ALLOCATION FUND

     Vanguard  Asset   Allocation   Fund  employs   Mellon  Capital   Management
Corporation  (Mellon),  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.  Mellon 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:

     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 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
Quantitative  Equity 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  $ 87,000
     Pacific Stock Index Fund .............   23,000   47,000    87,000
     Total Stock Market Index Fund ........   56,000   82,000   120,000

                                      B-20

<PAGE>

                             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 (the 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.

     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 a 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.

                              REDEMPTION OF SHARES

     Each Fund may suspend redemption privileges or postpone the date of payment
(i) during any period that the New York Stock Exchange is closed,  or trading on
the Exchange is  restricted as  determined  by the  Commission,  (ii) during any
period  when an  emergency  exists as defined by the  Commission  as a result of
which it is not  reasonably  practicable  for the Fund to dispose of  securities
owned by it, or fairly to determine the value of its assets,  and (iii) for such
other periods as the Commission may permit.

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

                                      B-21

<PAGE>

                                  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.

                             YIELD AND TOTAL RETURN

     The yield of each Fund for the 30-day period ended December 31, 1999 was as
follows:

     LifeStrategy Conservative Growth ............  4.49%
     LifeStrategy Growth .........................  2.28%
     LifeStrategy Income .........................  5.73%
     LifeStrategy Moderate Growth ................  3.42%
     STAR ........................................  3.51%

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

                                      B-22

<PAGE>

     Instructions:

1.   Assume all distributions by the Fund are  reinvested--less the taxes due on
     such  distributions--at  the price on the  reinvestment  dates  during  the
     period.  Adjustments  may be made for  subsequent  re-characterizations  of
     distributions.

2.   Calculate  the  taxes  due on  distributions  by the Fund by  applying  the
     highest federal  marginal tax rates to each component of the  distributions
     on the reinvestment date (e.g.,  ordinary income,  short-term capital gain,
     long-term  capital gain,  etc.).  For periods after  December 31, 1997, the
     federal marginal tax rates used for the calculations are 39.6% for ordinary
     income and  short-term  capital gains and 20% for long-term  capital gains.
     Note that the  applicable tax rates may vary over the  measurement  period.
     Assume no taxes are due on the portions of any distributions  classified as
     exempt  interest  or  non-taxable  (i.e.,  return of  capital).  Ignore any
     potential tax liabilities other than federal tax liabilities  (e.g.,  state
     and local taxes).

3.   Include all recurring  fees that are charged to all  shareholder  accounts.
     For any  account  fees that vary  with the size of the  account,  assume an
     account size equal to the Fund's mean (or median) account size. Assume that
     no  additional  taxes or tax credits  result from any  redemption of shares
     required to pay such fees.

4.   State the total return quotation to the nearest hundredth of one percent.

CUMULATIVE TOTAL RETURN

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

                                 C = (ERV/P) - 1

     Where:

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

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

                                      B-23

<PAGE>

                               COMPARATIVE INDEXES

     Vanguard may use reprinted material  discussing The Vanguard Group, Inc. or
any of the member funds of The Vanguard Group of Investment Companies.

     Each of the investment  company members of The Vanguard Group 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.

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

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

MORGAN STANLEY CAPITAL INTERNATIONAL 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.

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

                                      B-24

<PAGE>

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

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

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

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

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

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

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

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

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

LEHMAN  BROTHERS  CORPORATE A OR BETTER  BOND  INDEX--consists  of all  publicly
issued,  investment  grade  corporate  bonds rated A or better,  of all maturity
levels.

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

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

LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CORPORATE INDEX--is a
market weighted index that contains  individually priced U.S. Treasury,  agency,
and corporate  securities rated BBB- or better with maturities  between five and
ten years. The index has a market value of over $800 billion.

LEHMAN  BROTHERS  LONG (10+)  GOVERNMENT/CORPORATE  INDEX--is a market  weighted
index that contains  individually  priced U.S.  Treasury,  agency, and corporate
securities  rated 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.

                                      B-25

<PAGE>

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.

                       DESCRIPTION OF BOND CREDIT RATINGS

Excerpts from Moody's Investors  Service,  Inc.  description of its four highest
bond ratings:

     AAA--judged to be of the best quality.  AA--judged to be of high quality by
all  standards.  Together  with the Aaa group they  comprise  what are generally
known as high-grade bonds.  A--possess many favorable investment  attributes and
are to be considered as  "upper-medium-grade  obligations."  BAA--considered  as
medium-grade  obligations  (i.e.,  they are neither highly  protected nor poorly
secured).  Interest  payments and  principal  security  appear  adequate for the
present   but   certain   protective   elements   may  be   lacking  or  may  be
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding   investment   characteristics   and  in   fact   have   speculative
characteristics as well.

     Moody's  applies  numerical  modifiers 1, 2, and 3 in each  generic  rating
classification  from AA through B. The modifier 1 indicates  that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking;  and 3 indicates a ranking in the lower end of that generic
rating category.

Excerpts from Standard & Poor's Corporation description of its four highest bond
ratings:

     AAA--highest rating assigned.  Capacity to pay interest and repay principal
is  extremely  strong.  AA--a very  strong  capacity to pay  interest  and repay
principal and differs from the highest rated issues only in small degree. A--has
a strong  capacity to pay interest and repay  principal  although it is somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions  than debt in higher  rated  categories.  BBB--regarded  as having an
adequate  capacity  to pay  interest  and repay  principal.  Whereas it normally
exhibits adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay interest and
repay principal for debt in this category than in higher rated categories.

     Standard & Poor's may apply  indicators  "+", no  character, and "-" to its
rating  categories from AA to CCC. The indicators show relative  standing within
the major rating categories.

                              FINANCIAL STATEMENTS

     The Funds'  financial  statements  (except for Vanguard  Developed  Markets
Index Fund and Vanguard Institutional Developed Markets Index Fund) 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.



                                                               SAI056-04/28/2000


                                      B-26



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