VANGUARD CALIFORNIA TAX FREE FUND
N-30D, 1994-02-11
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<PAGE>   1






                                                      VANGUARD     
                                                     CALIFORNIA    
                                                    TAX-FREE FUND  
                                                                   
                                                 ANNUAL REPORT 1993
                             




                        [PHOTO -- SEE EDGAR APPENDIX]
<PAGE>   2





                        A BRAVE NEW WORLD FOR INVESTING

 With the clarity of hindsight, we can now see that the past two decades
 composed one of the great cycles in the history of the financial markets, as
 reflected in the chart below.

 * During the 1973-1982 decade, the nominal total returns (capital change
     plus income) of stocks and bonds averaged only about +6% per year;
     cash reserves averaged more than +8% annually. However, high inflation
     rates, averaging 8.7% annually, devastated these nominal results. Real
     returns (nominal returns less the inflation rate) for each of these three
     major asset classes were actually negative.

 * During the 1983-1992 decade, quite the opposite situation prevailed.
     Nominal returns for stocks and bonds were close to their highest levels in 
     history and forged well into double-digit territory. To make a good
     investment environment even better, inflation was tame (averaging 3.8%
     annually), and real returns were solidly positive.

              [A TALE OF TWO DECADES (GRAPH) -- SEE EDGAR APENDIX]

 This sharp contrast provides us with perspective for the decade that will end
 in the year 2002. Some investors will fear a recurrence of the returns of the
 first decade, while others will hope for a recurrence of the second; most will
 likely anticipate something in between. Whatever the case, there are two
 essential elements involved in considering your investment program in the
 light of today's circumstances.
        First, the yield of each investment class at the start of a decade has
 had an important relationship to its future return.  Yields were low when 1973
 began, high when 1983 began, and are again low today. In fact, current income
 yields are remarkably close to the levels of 20 years ago, as shown in the
 following table.



<TABLE>
<CAPTION>
                                                    INCOME YIELDS (January 1)   
                                     ------------------------------------------------------------
                                     1973                     1983                  1993 (11/30)
 ------------------------------------------------------------------------------------------------
 <S>                                 <C>                       <C>                     <C>
 STOCKS                              2.7%                       4.9%                   2.7%
 BONDS                               5.8                       10.7                    6.0
 RESERVES                            3.8                       10.5                    3.1     
 ------------------------------------------------------------------------------------------------
</TABLE>

 But there is a second important element to consider: inflation. It got
 progressively worse during most of the first decade, but got progressively
 better in the second.

<TABLE>
<CAPTION>                            ------------------------------------------------------------
                                     1973                     1981                   1993 (11/30)
 ------------------------------------------------------------------------------------------------
 <S>                                 <C>                       <C>                     <C>
 INFLATION                           3.4%                      12.4%                   2.7%
 ------------------------------------------------------------------------------------------------
</TABLE>

 Today's low yield levels suggest that more modest nominal returns are in
 prospect for the coming decade than in the 1980s; indeed, returns could
 gravitate
                                                 (Please turn to back cover)


- -----------------------------------------------------------------------------
VANGUARD CALFORNIA TAX-FREE FUND OFFERS TWO PORTFOLIOS THAT SEEK TO PROVIDE A   
HIGH LEVEL OF INCOME THAT IS EXEMPT FROM FEDERAL AS WELL AS CALIFORNIA STATE
PERSONAL INCOME TAXES.  THE INSURED LONG-TERM PORTFOLIO INVESTS PRIMARILY IN
INSURED LONG-TERM MUNICIPAL BONDS.  THE MONEY MARKET PORTFOLIO SEEKS TO
MAINTAIN A CONSTANT NET ASSET VALUE OF $1.00 PER SHARE ALONG WITH REASONABLE
CURRENT INCOME.
<PAGE>   3

 CHAIRMAN'S LETTER


 DEAR SHAREHOLDER:

 The decline in interest rates continued--and indeed accelerated--during the
 twelve months ended November 30, 1993, the eighth fiscal year of the Vanguard
 State Tax-Free Funds. Lower yields pushed the prices of long-term tax-exempt
 bonds higher, and the net asset values of our Insured Long-Term Portfolios
 benefited accordingly. As rates fell, however, interest income was reduced,
 with the most immediate impact felt in our Money Market Portfolios.
          Reflecting the low-interest-rate environment that prevailed over the
 past twelve months, our Money Market Portfolios provided returns that were
 modest in an absolute sense, albeit comfortably above the returns of their
 respective competitive benchmarks. The total returns (capital change plus
 income) of our Insured Long-Term Portfolios were exemplary, surpassing even
 the excellent results that we achieved in our prior fiscal year. It is
 difficult to imagine a more beneficial two-year stretch for investors in
 long-term bonds. In any event, here are the Portfolio highlights for the past
 twelve months:

 *   THE STATE MONEY MARKET PORTFOLIOS--
     provided total returns of about +2.4% . . . with declining money market
     rates for yet another year, Portfolio yields ended the period at lower
     levels than where they began, hovering in the area of 2.3% . . . net
     asset values, of course, remained at $1.00 per share.

 *   THE STATE INSURED LONG-TERM PORTFOLIOS--
     enjoyed another outstanding year "across the board," as each Portfolio
     turned in a double-digit return ranging from +12% to +13% . . . current
     yields are at their lowest levels in our Funds' (admittedly rather
     short) history.
          The detailed results for each of our State Tax-Free Portfolios,
 including per share net asset values, dividends and capital gains
 distributions for the fiscal year, as well as current yields are presented at
 the end of this letter. The following table summarizes the returns for our
 State Insured Long-Term Portfolios:

        [PHOTOGRAPH OF JOHN C. BOGLE, CHAIRMAN -- SEE EDGAR APPENDIX]



<TABLE>
<CAPTION>
 --------------------------------------------------------------------------------
                                    Investment Returns
                                    Twelve Months Ended                          
                                      November 30, 1993                % of Total
 Insured Long-Term                -------------------------           Return From
 Portfolio                     Income     Capital       Total            Capital           
 --------------------------------------------------------------------------------
 <S>                        <C>         <C>              <C>               <C>
 CALIFORNIA                 +5.8%        +5.7%           +11.5%             49%
 NEW YORK                   +6.0         +6.4            +12.4              52
 PENNSYLVANIA               +6.1         +5.8            +11.9              49
 NEW JERSEY                 +5.9         +6.6            +12.5              52
 OHIO                       +5.7         +6.3            +12.0              52
 FLORIDA                    +5.5         +6.9            +12.4              56
 --------------------------------------------------------------------------------
</TABLE>

In last year's Annual Report, I called special attention to the substantial
capital component (appreciation in net asset value per share) of the total
returns on our State Insured Long-Term Portfolios. My purpose in doing so at
that time was to advise investors that it seemed unreasonable to expect a
recurrence of these capital returns in fiscal 1993. As shown in the table, this
year the role of capital appreciation in our Portfolios' results turned out to
be even more dramatic, accounting on balance for some 50% of our total returns.

                                                                     (continued)

                                       1
<PAGE>   4

             [MONTH-END YIELDS (CHART) 1990-1993 -- SEE EDGAR APPENDIX]



        Although my cautionary words one year ago could hardly have been further
off the mark, I nonetheless would remind shareholders that capital returns of
the magnitude shown in the preceding table simply cannot be taken for granted.
Indeed, with long-term interest rates at their lowest levels in two decades, now
is a perfect opportunity to remind investors that, should rates reverse
direction and move higher, "capital reward" will inevitably translate to
"capital penalty" for each of our six Insured Long-Term Portfolios.
        The excellent absolute returns for all of our Insured Long-Term
Portfolios in fiscal 1993 come on top of the double-digit returns earned in the
prior fiscal year. The chart at the top of the facing page illustrates the
results of the California Insured Long-Term Portfolio since its inception in
April 1986, compared with the results of the two most appropriate available
benchmarks: the unmanaged Lehman Municipal Bond Index and the average California
insured municipal fund. Our returns have been somewhat better than those of the
average competitor, albeit short of the unmanaged Index. I should also note that
the California Money Market Portfolio has enjoyed solid relative results since
its inception in June 1987, achieving a cumulative return of +32.6% versus
+30.0% for its average competitor (+4.4% versus +4.1% annually).

*  THE FISCAL YEAR IN REVIEW
Our 1993 fiscal year was the sixth consecutive year of favorable markets--and
the third consecutive year of double-digit returns--for long-term bonds. Lower
yields drove up the prices of municipal, corporate, and U.S. Treasury bonds
alike. Treasury bonds registered the largest rate declines and garnered the
greatest price appreciation, gaining some +17% for the year. Over the same
period, yields on high-grade, long-term, tax-exempt bonds fell 0.70% (70 "basis
points"), from 6.2% to 5.5%, resulting in a price increase of +10%.
        Compared to the sharp decline in long-term rates over the past twelve
months, the drop in short-term tax-exempt rates was fairly muted. From the 2.7%
level at the outset of the fiscal year, yields on high-grade (MIG 1) municipal
notes fell to 2.0% in January 1993, climbed to 2.6% at the end of July, and
closed the year at 2.4%.
        The consensus holds that the rate decline is based on two fundamental
factors. First, the U.S. economy remains sluggish, unable to provide the typical
post-recession snapback that investors have come to expect. Second,  and perhaps
more importantly, there is continuing evidence that inflation  remains well
under control. The U.S. consumer price index (CPI) increased  2.7% over the past
twelve months, compared to 3.0% during the prior twelve-month  period. As a
result, despite the sharp decline in interest rates, "real" yields  (nominal
yields less the inflation rate) on long-term bonds remain at healthy  levels.
        The chart to the left provides a striking illustration of how
precipitous the decline in interest rates has been over the past four years,
with nearly



                                       2 
<PAGE>   5


             [CUMULATIVE PERFORMANCE (GRAPH) -- SEE EDGAR APPENDIX]

all of the decline coming during the final three years. The yield on high-grade,
long-term municipal bonds fell from 7.0% on November 30, 1989, to 5.5% on
November 30, 1993. For short-term tax-exempt rates, the decline during the same
period was more pronounced, with the yield on high-grade notes falling on
balance from 5.9% to 2.4%. As a result of this disparity in rate declines, the
"spread" of the long rate over the short rate has widened from 110 basis points
at the beginning of the period to 310 basis points at the end. This widening
reflects a very "steep" yield curve, allowing fixed-income investors to earn a
substantial income premium by extending the maturity of their bond holdings.
It should go without saying that each step out in length of maturity brings with
it additional price volatility.

*  THE ADVANTAGE OF TAX-EXEMPT INCOME
In each year's Annual Report, we present our customary table illustrating
the advantage of tax-exempt investments versus taxable investments, after
adjusting for the effect of Federal taxes at the maximum marginal rate on income
payments. Here are the results of the comparison at the end of fiscal 1993:

<TABLE>
<CAPTION>                                                         
- -------------------------------------------------------------------------------                                                 
                                                  Illustration of Income on
                                               Hypothetical $100,000 Investment 
                                               --------------------------------
                                                   Long-Term       Short-Term
- -------------------------------------------------------------------------------
<S>                                                 <C>             <C>
TAXABLE GROSS INCOME                                 $6,300         $3,200
                                        
LESS TAXES (39.6%)                                   (2,500)        (1,300)
- -------------------------------------------------------------------------------
NET AFTER-TAX INCOME                                 $3,800         $1,900    
TAX-EXEMPT INCOME                                     5,500          2,400 
- -------------------------------------------------------------------------------
TAX-EXEMPT ADVANTAGE                                 $1,700        $   500 
- -------------------------------------------------------------------------------
</TABLE>

Table assumes current yields (as of November 30, 1993) of 6.3% for U.S. Treasury
bonds, 3.2% for Treasury bills, 5.5% for long-term municipals, and 2.4% for
short-term municipals. The illustration is not intended to represent future
results.

The advantage spelled out in the table--a 45% increase in after-tax income for
the long-term investor and a 26% increase for the short-term investor--strongly
suggests that investors who are taxed at the highest marginal rates should
consider

                                       3

<PAGE>   6

tax-exempt alternatives for the fixed-income portion of their overall investment
portfolio. (I should add that both the interest earned on our State Tax-Free
Portfolios and the interest earned on U.S. Treasury obligations are exempt from
taxes at the state level.)
        As I noted earlier, the decline in yields on U.S. Treasury bonds has
been significantly larger than that on tax-exempt bonds. This divergence is
paradoxical considering that it comes just as the maximum marginal federal tax
rate has been raised from 31% to 39.6%--the highest rate since 1986. This should
mean that the spread between taxable and tax-exempt rates would widen; instead,
it has narrowed for long-term investors and remained about the same for short-
term investors. 
        To be sure, even the highest quality insured state municipal bond 
cannot quite match the creditworthiness of a U.S. Treasury bond, and long-term
municipal bonds are usually callable after 10 years, a disadvantage not shared
by Treasury securities. So, the yield comparison has a moderate structural bias
in favor of municipals. But the yield differential illustrated in the table is
hardly "moderate"--it is more like "day and night." Suffice it to say that the
ability of top-tax-bracket investors to earn substantially more after-tax income
with only a marginal sacrifice in quality is unlikely to persist indefinitely.
It is probably fair to say that relative values in tax-exempt bonds are as great
on a sustained basis as they have been for two decades.

*  A PERSPECTIVE ON TODAY'S INTEREST RATE ENVIRONMENT
The aggregate assets of all municipal bond mutual funds now total some $350
billion, and the funds are now among the largest buyers and holders of tax-
exempt securities. While, like all mutual funds, our State Insured Tax-Free
Portfolios promise "liquidity on demand" to shareholders, it must be clear that
providing this liquidity depends to a degree on an orderly liquidation pattern
by investors. With the exception of the industry's experience during 1987's
sharp dip in long-term bond prices, resulting from the upward spikes in interest
rates in April and May of that year, the industry's handling of redemptions has
been flawless, and daily liquidity has been maintained without impacting the
marketplace. (Given the very short maturities of money market instruments,
liquidity is much less of a concern in our State Money Market Portfolios.)
        And yet, with rates having come down so far and so fast, there is always
the risk of a sharp rebound. When that happens, investors who have purchased
municipal bond funds for the long term should not be concerned. However, there
appears to be an active body of short-term speculators who move their money from
long-term to short-term bonds at the proverbial drop of a hat. You should know
that at Vanguard we do our best to exclude these speculators from our funds, by
rigorously limiting the frequency of inter-fund exchanges and by refusing to
accept business from known "market timers."
        If you are an investor who likes to speculate on interest rate changes,
I urge you to move your assets to one of our many competent competitors. If you
are an investor who will respond with fright to any kind of reversal of the past
five year's rise in bond prices, I urge you to shorten your maturity profile by,
for example, moving a portion of your assets from the more volatile Insured
Long-Term Portfolio for your state to our corresponding Money Market Portfolio
(available in all states but New York and Florida, in which case the Money      
Market Portfolio of Vanguard Municipal Bond Fund might be selected). If you are
a long-term investor--content that your needs for capital stability (with
commensurate income volatility) in our Money Market Portfolios and for income
stability (with commensurate capital volatility) in our Insured Long-Term
Portfolios are being met--I urge you, once again, to "stay the course."

*  IN SUMMARY
As I write this letter, the combined assets of the ten Vanguard State Tax-Free
Portfolios are approaching the $8 billion mark, up some 30% in just one
year. This staggering growth is a testament, we believe, to


                                       4
<PAGE>   7


an ever-increasing understanding among investors that, all else being equal,
costs will "carry the day." With the yield on the average state tax-exempt bond
fund at 4.3%, and with 102 of 137 state tax-exempt money market funds now
yielding less than 2.0%, costs will be an even more critical determinant of the
top-performing funds.
     This is precisely the kind of environment in which the Vanguard State Tax-
Free Portfolios should thrive. While the average competitive state tax-free
portfolio charges annual fees at the rate of 0.68% of average net assets, the
expense ratio for our Portfolios, at 0.21%, is just a fraction of this amount.
For a money market portfolio with a gross yield of 2.0%, the expenses of the
average competitor would consume nearly 35% of its interest income; Vanguard's
expenses would consume but 11%. It is hard to imagine that intelligent investors
could be attracted to a fund with such a built-in yield disadvantage.
     In closing, we believe that, whatever the future course of interest rates,
our State Tax-Free Portfolios will provide returns that generally exceed those
of their respective competitors.

Sincerely,



/s/ JOHN C. BOGLE
- ------------------
John C. Bogle
Chairman of the Board

December 13, 1993

Note: Mutual fund data from Lipper Analytical Services, Inc.

A WORD ABOUT CAPITAL GAINS DISTRIBUTIONS
You may recall that, during the rising bond markets of each of the past three
years, some of our Insured Long-Term Portfolios realized modest capital gains.
And, it will probably not surprise you to know that each Portfolio realized
capital gains in 1993. These amounts must, under Federal tax regulations, be
distributed to shareholders of our Portfolios as taxable capital gains.
     I want to emphasize that it is not our objective to realize capital gains;
rather, these gains are a by-product of a number of factors, including, most
importantly, sharply rising municipal bond prices, bonds that are called or
refunded, and limited portfolio strategy shifts to capitalize on the relative
valuations of different market sectors.


                                         5

<PAGE>   8



AVERAGE ANNUAL TOTAL RETURNS

THE CURRENT YIELDS NOTED IN THE CHAIRMAN'S LETTER ARE CALCULATED IN ACCORDANCE
WITH SEC GUIDELINES. THE AVERAGE ANNUAL TOTAL RETURNS FOR THE PORTFOLIOS
(PERIODS ENDED SEPTEMBER 30, 1993) ARE AS FOLLOWS:

<TABLE>
<CAPTION>
  PORTFOLIO (INCEPTION DATE)                              1 YEAR          5 YEARS          SINCE INCEPTION
  --------------------------                              ------          -------          ---------------
 <S>                                                  <C>                <C>                  <C>
 CALIFORNIA INSURED LONG-TERM (4/7/86)                 +14.53%            +10.62%              + 8.97%
 CALIFORNIA MONEY MARKET (6/1/87)                      + 2.42             + 4.42               + 4.49
 NEW YORK INSURED TAX-FREE (4/7/86)                    +14.83             +10.78               + 8.41
 PENNSYLVANIA INSURED LONG-TERM (4/7/86)               +14.32             +10.91               + 9.23
 PENNSYLVANIA MONEY MARKET (6/13/88)                   + 2.41             + 4.53               + 4.58
 NEW JERSEY INSURED LONG-TERM (2/3/88)                 +15.16             +10.78               +10.39
 NEW JERSEY MONEY MARKET (2/3/88)                      + 2.37             + 4.50               + 4.56
 OHIO INSURED LONG-TERM (6/18/90)                      +14.76                 --               +12.12
 OHIO MONEY MARKET (6/18/90)                           + 2.38                 --               + 3.72
 FLORIDA INSURED TAX-FREE (9/1/92)                     +15.18                 --               +15.03
</TABLE>


 THESE DATA REPRESENT PAST PERFORMANCE. THE INVESTMENT RETURN AND PRINCIPAL
 VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
 REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

 PLEASE NOTE THAT AN INVESTMENT IN A MONEY MARKET FUND, SUCH AS THE MONEY
 MARKET PORTFOLIO OF VANGUARD CALIFORNIA TAX-FREE FUND, IS NEITHER INSURED NOR
 GUARANTEED BY THE U.S. GOVERNMENT, AND THERE IS NO ASSURANCE THAT THE FUND
 WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.


<TABLE>
<CAPTION>
                              Total                            Net Asset Value
                         Net Assets                               Per Share
                                                              --------------------           Twelve Months
                         (millions)      Average    Average     Nov. 30,  Nov. 30,      ----------------------------       Current
 Portfolio            Nov. 30, 1993     Maturity   Quality*       1992      1993        Dividends       Total Return       Yield**
 -----------------------------------------------------------------------------------------------------------------------------------
 <S>                         <C>      <C>            <C>       <C>      <C>              <C>              <C>                <C>
 MONEY MARKET
   CALIFORNIA                $1,006     73 DAYS      MIG 1     $  1.00   $  1.00         $.024            +  2.4%            2.32%
   PENNSYLVANIA                 935     71 DAYS      MIG 1        1.00      1.00          .024            +  2.4             2.25
   NEW JERSEY                   724     58 DAYS      MIG 1        1.00      1.00          .023            +  2.3             2.23
   OHIO                         132     74 DAYS      MIG 1        1.00      1.00          .023            +  2.4             2.36
 -----------------------------------------------------------------------------------------------------------------------------------
 INSURED LONG-TERM
   CALIFORNIA                $1,074   11.3 YEARS      AAA       $10.89    $11.30         $.803+            +11.5%            4.89%
   NEW YORK                     807    9.9 YEARS      AAA        10.45     10.97          .739+            +12.4             4.73
   PENNSYLVANIA               1,496    8.4 YEARS      AAA        10.96     11.36          .855+            +11.9             4.83
   NEW JERSEY                   748    9.5 YEARS      AAA        11.18     11.77          .772+            +12.5             4.76
   OHIO                         166    8.9 YEARS      AAA        11.07     11.61          .753+            +12.0             4.77
   FLORIDA                      269   10.7 YEARS      AAA        10.16     10.86          .537             +12.4             4.88
 -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

 *  MIG 1 and Aaa are Moody's highest ratings for respectively, short-term and
    long-term municipal bonds.

 ** Money Market Portfolios' yields are 7-day annualized yields; others are
    30-day SEC yields.
    
  + Include capital gains distributions of $.199 for California, $.145 for New
    York, $.224 for Pennsylvania, $.135 for New Jersey, and $.145 for Ohio.
    The shares of each of the Vanguard "single state" Portfolios are available
    for purchase solely by residents of the designated states.





                                       6

<PAGE>   9



 REPORT FROM THE INVESTMENT ADVISER


 STATE INSURED
 LONG-TERM PORTFOLIOS

 * TIME FOR CHANGE?
 Just one year ago, President Clinton was elected on a platform of change.
 Since that time, the restrictive economic impact of higher taxes has
 overshadowed the relatively quiet role played by Federal Reserve policy, and
 long-term interest rates have declined precipitously. For the fiscal year
 ended November 30, 1993, the yield on the 30-year U.S. Treasury Bond fell 1.2
 percentage points (from 7.5% to 6.3%). During the same period, high-grade,
 long-term municipal yields fell nearly three-quarters of a percentage point,
 from 6.2% to 5.5%.
        The net result was another year of good performance both for the State
 Insured Long-Term Portfolios and the bond market as a whole. In light of the
 many successive years of above-average returns by longer-maturity fixed-income
 investments, one has to wonder how much longer the rally can last.

 * MUNICIPAL BONDS ARE ATTRACTIVE VERSUS TAXABLE BONDS
 While municipal bond prices have risen sharply, taxable bond prices have
 rallied even more. High-grade tax-exempt bonds currently provide 86% of the
 yield on the 30-year U.S. Treasury bond, up from 82% at the beginning of the
 year. This "cheapening" has been due primarily to a huge increase in the pace
 of municipal bond issuance. Indeed, 1993 municipal supply set an all-time
 record of some $290 billion--fully 25% above the previous record set just last
 year, and easily twice the volume of a typical year's issuance.
        Municipalities of all types have flooded the marketplace to refinance 
 higher cost debt at today's lower yield levels. We believe this process has 
 run full course, and suggest that municipal bonds are extremely attractive 
 when compared to their taxable brethren. The case for municipal bonds is even 
 more compelling in light of recently increased marginal tax rates.

 * INVESTMENT STRATEGY
 Given the current environment, the State Insured Long-Term Bond Portfolios are
 pursuing the following investment strategies:

 *  CALL PROTECTION. We continue to emphasize call protection in all of our
    longer bond portfolios. This strategy has produced greater price
    appreciation as yields have declined. Importantly, it also will insulate
    future dividends from an abrupt decline due to bond calls.

 *  MUNICIPAL VERSUS TREASURY. We have positioned the Portfolios to take
    advantage of the exceptionally cheap relationship of municipal bonds versus
    Treasury bonds. This positioning has been accomplished by simultaneously
    establishing long positions in municipal bond futures contracts and short
    positions in Treasury bond futures contracts. Although this strategy has
    slightly detracted from annual performance thus far, we believe it will
    produce positive results in 1994.


 *  "LONG AND RIGHT." Over the past few years, the State Insured Long-Term
    Portfolios have maintained a longer maturity structure and consequently a
    higher sensitivity to changes in interest rates than our competitors. This
    strategy has served us well and produced good longer-term results in a
    substantial bull market for fixed-income securities. During the course of
    the past year, we reduced somewhat our longer maturity structure to match
    that of our competitors, thereby "locking in" gains earned to date.

     In conclusion, the past twelve months has been an exciting period for bond
 fund shareholders. Plummeting interest rates have translated into attractive
 performance returns on long-term, tax-exempt fixed-income investments. To be
 sure, this will be a tough standard to surpass.

                                                                     (continued)



                                         7

<PAGE>   10


 STATE MONEY MARKET PORTFOLIOS

 Over the past twelve months, moderate economic expansion and low inflation
 enabled the Federal Reserve Board to hold key interest rates steady. The last
 policy action taken by the Fed occurred in early September 1992, when it
 lowered the Federal funds rate to 3%.
        Despite the overall stability in short-term rates, yields on tax-exempt
 money market funds continued to decline. Plagued by a combination of sporadic
 supply and strong investor demand, yields on state-specific money funds
 deteriorated 30 basis points, from 2.2% to 1.9%. Notwithstanding this yield
 decline, assets grew at a robust 14% rate. Strong performance versus the
 competition, due primarily to Vanguard's expense ratio advantage, enabled our
 money market funds to capture a large percentage of these assets.
        The volume of new issue supply differed greatly among the various
 state-specific funds. Recessionary and fiscal stress, which has persisted in
 California, forced many of its municipalities to finance their cash needs with
 short-term debt. As a result, July and August brought a flood of supply in
 California tax-exempt paper. At the opposite end of the spectrum was New
 Jersey, where diminished supply was attributable primarily to relatively low
 long-term interest rates. The many municipalities that previously issued
 short-term notes took advantage of these low rates by issuing long-term bonds
 instead.
        Looking forward, net new issuance in the first quarter of fiscal year
 1994 is expected to remain light. Poised for this anticipated drought in
 supply, the Vanguard State Tax-Free Money Market Portfolios are currently
 targeting a minimum average weighted maturity of 75 days. Beyond the first
 quarter we will proceed with caution, as any signs of increased inflation may
 prompt the Federal Reserve Board to raise short-term interest rates.

 Sincerely,

 Ian A. MacKinnon
 Senior Vice President

 Jerome J. Jacobs
 Vice President

 Pamela E. Wisehaupt
 Vice President

 David E. Hamlin
 Assistant Vice President

 Danine A. Mueller
 Portfolio Manager

 Reid O. Smith
 Assistant Vice President

 Vanguard Fixed Income Group

 December 7, 1993





                                         8
<PAGE>   11
 STATEMENT OF NET ASSETS                       FINANCIAL STATEMENTS
                                                  November 30, 1993

<TABLE>
<CAPTION>
                                                   Face                    Market
                                                 Amount                     Value
 INSURED LONG-TERM PORTFOLIO                      (000)                    (000)+
 --------------------------------------------------------------------------------
 MUNICIPAL BONDS (99.5%)                                                         
 --------------------------------------------------------------------------------
 <S>                                           <C>                       <C>
 ISSUER INSURED (87.9%)
    Alameda COP
      (Santa Rita Jail Project)
      5.375%, 6/1/09 (1)                       $  5,000                  $  5,029
    Anaheim Convention Center COP
      0.0%, 8/1/04 (1)                            3,120                     1,785
      0.0%, 8/1/05 (1)                            1,250                       673
      0.0%, 8/1/06 (1)                            3,125                     1,577
      5.5%, 8/1/14 (1)                            4,000                     3,936
    Brea Public Finance Auth.
      5.5%, 8/1/17 (1)                           11,650                    11,452
    City of Anaheim Electric System COP
      6.5%, 10/1/99 (2) (Prere.)                  9,250                    10,386
    City of Anaheim Public Improvement
      Corp. COP VRDO
      2.2%, 2/1/94 (2)                              200                       200
    California Education Facilities Auth.
      5.5%, 6/1/19 (1)                            5,000                     4,912
    California Health Facilities Auth.
      (Adventist Health System)
      6.75%, 3/1/11 (1)                           5,000                     5,516
      (Catholic Healthcare West)
      2.15%, 12/1/93 (1)                          3,325                     3,325
      (Centinela Hosp.)
      6.5%, 9/1/08 (1)                            5,000                     5,490
      6.25%, 9/1/15 (1)                          20,400                    21,712
      (Mercy Hosp.)
      7.0%, 7/1/12 (1)                            2,800                     3,068
      (San Diego Hosp.)
      6.625%, 5/1/19 (1)                          6,525                     6,976
      (Unihealth America)
      7.625%, 10/1/15 (2)                         1,500                     1,745
    California Housing Finance Agency
      Multifamily Housing Rev.
      8.625%, 8/1/15 (1)                            375                       398
    California Public Works Board
      (Univ. of California)
      6.25%, 12/1/07 (2)                          7,945                     8,651
      6.5%, 12/1/08 (2)                           4,000                     4,510
    Clovis COP (Clovis Community Hosp.)
      8.75%, 2/1/95 (2) (Prere.)                  1,800                     1,952
    Contra Costa COP
      5.5%, 6/1/12 (2)                            6,850                     6,803
      5.6%, 6/1/19 (2)                            9,395                     9,363
      6.7%, 2/1/21 (2)                            4,630                     5,025
    Contra Costa Transportation
      Rev. VRDO
      2.0%, 12/1/93 (3)                             200                       200
    Culver City Redevelopment
      Finance Auth.
      5.5%, 11/1/14 (2)                           9,225                     9,282
      6.75%, 11/1/15 (2)                         12,000                    13,185
    Eastern Municipal Water Dist.
      6.75%, 7/1/12 (3)                           8,000                     9,282
    Elsinore Valley Municipal
      Water Dist. COP 5.9%, 7/1/05 (3)            1,730                     1,860
      5.9%, 7/1/06 (3)                            1,685                     1,804
      6.0%, 7/1/12 (3)                            2,210                     2,367
    Encina Power Auth.
      6.875%, 8/1/11 (3)                          3,650                     4,020
    Fresno Health Facilities Auth.
      (Holy Cross St. Agnes Hosp.)
      7.1%, 12/1/18 (3)                           2,450                     2,712
    City of Fresno Sewer Rev.
      6.25%, 9/1/10 (2)                           6,395                     7,048
    Glendale Hosp. Rev.
      (Adventist Health System)
      6.0%, 3/1/14 (1)                            3,000                     3,118
    Glendale Redevelopment Agency
      7.1%, 12/1/98 (2) (Prere.)                  5,000                     5,739
    Indian Wells Redevelopment Agency
      5.5%, 12/1/22 (1)                           2,000                     1,960
    City of Industry GO
      5.875%, 7/1/08 (3)                          2,695                     2,823
      5.875%, 7/1/09 (3)                          2,850                     2,968
      5.875%, 7/1/10 (3)                          3,015                     3,131
    Kern High School Dist.
      6.25%, 8/1/11 (1)                           1,065                     1,175
      6.4%, 8/1/14 (1)                            1,490                     1,666
      6.4%, 8/1/15 (1)                            1,645                     1,844
      6.4%, 8/1/16 (1)                            1,815                     2,040
    Long Beach Financing Auth.
      5.85%, 11/1/05 (2)                          3,630                     3,867
      6.0%, 11/1/10 (2)                           3,860                     4,150
      6.0%, 11/1/17 (2)                           2,000                     2,135
    Los Angeles County Waste
      Water System
      5.7%, 6/1/09 (1)                            3,050                     3,115
      6.25%, 6/1/12 (2)                           4,730                     5,030
      6.0%, 12/1/12 (3)                          16,765                    17,469
      5.7%, 6/1/23 (1)                            2,000                     2,012
    MSR Public Power Agency
      6.125%, 7/1/13 (2)                          8,000                     8,685
      6.625%, 7/1/13 (6)                          2,000                     2,138
      6.75%, 7/1/20 (1)                          37,000                    43,419
    Modesto City School Dist. GO
      5.4%, 8/1/05 (3)                            1,615                     1,669
      5.5%, 8/1/06 (3)                            2,285                     2,348
      5.6%, 8/1/07 (3)                            2,405                     2,475
    Modesto High School Dist. GO
      5.6%, 8/1/07 (3)                            2,000                     2,059
</TABLE>

                                            9
<PAGE>   12
 STATEMENTS OF NET ASSETS (continued)

<TABLE>
<CAPTION>
                                                   Face                    Market
                                                 Amount                     Value
                                                  (000)                    (000)+
 ------------------------------------------------------------------------------- 
    <S>                                       <C>                       <C>
    Modesto Irrigation Dist.
      Finance Auth.
      6.5%, 10/1/11 (2)                        $  8,125                  $  9,200
      6.5%, 10/1/22 (2)                           9,750                    11,166
    Moulton Nigel Water Dist.
      5.25%, 9/1/13 (1)                           7,000                     6,749
    Mountain View Capital
      Improvement Finance Auth.
      6.25%, 8/1/12 (1)                           5,000                     5,344
    Northern California Power Agency
      6.0%, 7/1/08 (1)                            5,500                     5,911
      6.0%, 7/1/09 (1)                            7,530                     8,076
      5.5%, 7/1/16 (1)                           10,000                     9,897
      7.5%, 7/1/21 (2) (Prere.)                   1,810                     2,426
      5.5%, 7/1/23 (1)                           10,000                     9,841
    Oakland Redevelopment Agency
      6.0%, 2/1/06 (2)                            5,125                     5,558
      5.5%, 2/1/14 (2)                            5,500                     5,540
    Orange County Local
      Transportation Auth.
      5.8%, 2/15/05 (3)                           9,000                     9,667
      5.9%, 2/15/06 (3)                           8,000                     8,598
    Orange County Sanitation Dist. COP
      VRDO 1.7%, 12/1/93 (2)                      1,500                     1,500
      6.0%, 8/1/16 (3)                           14,800                    16,365
    Oro Loma Sanitation Dist.
      5.2%, 10/1/16 (2)                           4,800                     4,530
    Palmdale Single Family Mortgage
      9.875%, 4/1/08 (3)                              6                         8
    Pittsburg Redevelopment Agency
      5.5%, 8/1/07 (3)                            2,750                     2,803
      5.5%, 8/1/15 (3)                           12,700                    12,494
    Placer County Water Rev. COP
      7.75%, 7/1/18 (6)                           3,500                     3,997
    Pomona Unified School Dist.
      GO 5.6%, 8/1/14 (1)                         1,585                     1,616
      GO 5.6%, 8/1/15 (1)                         2,000                     2,040
      5.5%, 8/1/16 (3)                            1,000                     1,012
      GO 5.6%, 8/1/16 (1)                         1,000                     1,021
      GO 7.5%, 8/1/17 (1)                         2,540                     3,232
    Port Hueneme Redevelopment Agency
      5.5%, 5/1/14 (2)                            2,000                     2,012
    Poway Redevelopment Agency
      7.25%, 12/15/11 (3)                         7,500                     8,608
    Rancho Water Dist.
      6.25%, 8/1/12 (3)                           2,000                     2,141
      COP 7.125%, 11/1/15 (2)                     1,000                     1,078
    Redding Electric System Rev. COP
      7.125%, 7/1/97 (1) (Prere.)                 1,000                     1,124
    Redding Joint Power Finance Auth.
      Waste Water Rev.
      5.5%, 12/1/18 (3)                           2,300                     2,257
    Redlands Water COP
      7.0%, 11/1/96 (2) (Prere.)                  5,500                     6,114
    Riverside County
      Transportation Comm.
      5.75%, 6/1/08 (2)                           1,750                     1,836
      5.75%, 6/1/09 (2)                           3,795                     3,970
    Riverside Sewer Rev.
      5.0%, 8/1/11 (3)                            4,520                     4,310
      5.0%, 8/1/12 (3)                            4,745                     4,512
    Sacramento Finance Auth.
      5.375%, 11/1/14 (2)                         4,000                     3,943
      5.4%, 11/1/20 (2)                           7,000                     6,873
    Sacramento Municipal Utility Dist.
      6.25%, 8/15/07 (1)                          5,000                     5,422
      5.75%, 11/15/07 (1)                         3,500                     3,630
      6.25%, 8/15/10 (1)                         32,550                    35,832
      5.25%, 11/15/12 (3)                        10,000                     9,685
      5.75%, 8/15/13 (1)                         18,295                    18,468
      6.5%, 9/1/13 (1)                            8,895                    10,062
    Sacramento Redevelopment Agency
      6.5%, 11/1/13 (1)                           2,500                     2,693
    Sacramento County Public Facilities
      (Main Detention Facility Project)
      5.5%, 6/1/10 (1)                            4,000                     4,070
    San Diego County Transportation
      Comm. 5.25%, 4/1/06 (3)                     9,000                     9,155
    San Diego Redevelopment Agency
      5.8%, 9/1/03 (2)                            2,210                     2,370
      6.0%, 9/1/18 (2)                            6,500                     6,648
    San Francisco Airport Comm.
      6.2%, 5/1/06 (2)                           10,000                    10,846
      6.2%, 5/1/08 (2)                            1,000                     1,075
      6.0%, 5/1/10 (1)                            2,000                     2,112
      6.0%, 5/1/11 (1)                            2,000                     2,101
      6.0%, 5/1/20 (1)                            6,500                     6,772
    San Francisco Bay Area
      Rapid Transit
      6.75%, 7/1/10 (2)                           6,370                     7,365
      6.75%, 7/1/11 (2)                           7,455                     8,653
    San Francisco City & County
      Airport Rev.
      6.4%, 5/1/05 (1)                            3,080                     3,447
      6.5%, 5/1/06 (1)                            3,280                     3,692
      6.6%, 5/1/07 (1)                            3,490                     3,935
      6.625%, 5/1/08 (1)                          3,720                     4,179
      6.7%, 5/1/09 (1)                            3,970                     4,461
    San Joaquin County Public Facility
      Finance Corp. COP
      5.0%, 11/15/09 (1)                          1,000                       968
      5.0%, 11/15/10 (1)                          1,110                     1,069
      5.5%, 11/15/13 (1)                          3,895                     3,947
</TABLE>

                                           10

<PAGE>   13
<TABLE>
<CAPTION>
                                                   Face                    Market
                                                 Amount                     Value
                                                  (000)                    (000)+
 ------------------------------------------------------------------------------- 
    <S>                                        <C>                       <C>
    San Joaquin Human Services Project
      COP 6.7%, 5/15/99 (6) (Prere.)           $  5,300                  $  5,997
    San Joaquin Jail and Sheriff COP
      6.75%, 11/15/99 (1) (Prere.)                6,200                     7,087
    San Jose Airport Rev.
      5.875%, 3/1/07 (3)                          7,085                     7,417
      5.75%, 3/1/16 (1)                           4,350                     4,380
    San Jose Merged Area Redevelopment Rev.
      7.5%, 8/1/09 (1)                            3,390                     3,736
    San Jose Santa Clara Clean
      Water Auth.
      7.25%, 10/1/02 (1)                          1,500                     1,681
      7.0%, 10/1/04 (1)                           5,615                     6,230
    San Mateo County Finance Auth.
      6.5%, 7/1/13 (1)                           14,560                    16,499
      6.5%, 7/1/15 (1)                            4,235                     4,801
    San Mateo Sewer
      6.6%, 8/1/14 (1)                            2,500                     2,699
    San Mateo Transportation
      5.25%, 6/1/15 (1)                           8,215                     7,958
    Santa Ana Community Redevelopment Auth.
      7.375%, 12/1/96 (3) (Prere.)                1,695                     1,907
      7.4%, 12/1/96 (3) (Prere.)                    270                       304
    Santa Clara Redevelopment Agency
      7.0%, 7/1/10 (2)                            7,000                     8,276
    Santa Fe Springs Redevelopment Agency
      6.0%, 9/1/14 (1)                            9,350                     9,763
    Santa Rosa Waste Water Rev.
      6.25%, 9/1/12 (3)                           7,075                     7,524
      6.0%, 7/2/15 (2)                            7,000                     7,494
      6.0%, 9/1/15 (3)                            5,580                     5,975
      5.25%, 9/1/16 (3)                           3,000                     2,911
    South County Water Auth.
      5.5%, 8/1/22 (3)                            8,000                     7,852
    Southcoast Air Quality
    Management Dist.
      6.0%, 8/1/11 (2)                            3,200                     3,451
      5.5%, 8/1/14 (1)                            8,000                     7,941
    Southern California Public
      Power Auth.
      (Palo Verde)
      7.0%, 7/1/07 (2)                            2,900                    3,193
      6.6%, 7/1/08 (2)                            4,280                    4,531
      7.0%, 7/1/10 (2)                            2,500                    2,774
      (San Juan)
      TOB VRDO 2.35%, 1/1/94 (1)                 18,645                    18,645
    Southern California Rapid Transit Dist.
      5.75%, 9/1/05 (2)                           5,310                     5,665
      5.8%, 9/1/06 (2)                            3,900                     4,165
      5.9%, 9/1/07 (2)                            4,800                     5,141
    Sweetwater Water Rev.
      7.0%, 4/1/10 (2)                            5,000                     5,605
    Three Valley Municipal Water Dist. COP
      7.3%, 11/1/96 (1) (Prere.)                  4,200                     4,742
      5.25%, 11/1/10 (3)                          4,220                     4,146
    Torrance COP
      7.2%, 4/1/16 (2)                            4,050                     4,399
    Transmission Agency of Northern
      California
      5.25%, 5/1/08 (1)                           4,000                     4,004
    Tri City Hosp. Dist.
      (Oceanside Hosp.)
      7.0%, 2/1/05 (1)                              915                     1,001
      7.0%, 2/1/12 (1)                            5,950                     6,511
    Tulare County COP
      5.7%, 11/15/03 (1)                          1,000                     1,066
      5.8%, 11/15/04 (1)                          1,000                     1,072
      5.875%, 11/15/05 (1)                        1,000                     1,079
    Turlock Irrigation Dist. COP
      6.75%, 1/1/12 (3)                           2,190                     2,283
      6.75%, 1/1/13 (3)                           3,215                     3,473
    Turlock Irrigation Dist.
      Water & Electric
      5.75%, 1/1/18 (1)                           1,150                     1,158
    Ukiah Electric Rev.
      6.0%, 6/1/08 (1)                            4,565                     4,905
      6.25%, 6/1/18 (1)                           6,000                     6,610
    Univ. of California
      Board of Regents
      6.0%, 9/1/12 (1)                            3,530                     3,718
      6.0%, 9/1/13 (1)                            3,320                     3,479
    Visalia Waste Water System
      6.0%, 12/1/07 (1)                           1,000                     1,089
    Walnut Finance Auth.
      6.0%, 9/1/15 (1)                            5,000                     5,221
    Walnut Valley School Dist.
      6.2%, 8/1/09 (2)                            1,270                     1,389
      6.0%, 8/1/12 (2)                            1,790                     1,917
      6.0%, 8/1/13 (2)                            1,980                     2,125
      6.0%, 8/1/14 (2)                            2,205                     2,371
      6.0%, 8/1/15 (2)                            2,470                     2,644
      6.0%, 8/1/16 (2)                            2,690                     2,885
    West Basin Municipal Water
      Dist. COP
      6.85%, 8/1/00 (2) (Prere.)                  6,000                     6,927
    West Sacramento Financing Auth.
      5.25%, 8/1/08 (3)                           2,160                     2,169
    Yorba Linda Redevelopment Agency
      6.75%, 9/1/14 (1)                           6,000                     6,550
                                                                         --------
      GROUP TOTAL                                                         943,840
                                                                         --------
 --------------------------------------------------------------------------------
</TABLE>

                                       11

<PAGE>   14
<TABLE>
<CAPTION>
                                                   Face                    Market
                                                 Amount                     Value
                                                  (000)                    (000)+
 ------------------------------------------------------------------------------- 
 <S>                                          <C>                     <C>
 PORTFOLIO INSURED (.1%)
    Riverside Hosp. Dist.
      (Kaiser Permanente Medical Center)
      9.0%, 12/1/15                            $    300                $      334
    Sacramento Municipal Utility Dist.
      8.0%, 11/15/10                                205                       206
                                                                        ---------
        GROUP TOTAL                                                           540
                                                                        ---------
 --------------------------------------------------------------------------------
 SECONDARY MARKET INSURED (3.7%)
    California Housing Finance Agency
      (Single Family Mortgage)
      6.9%, 8/1/16 (6)                            5,750                     6,049
    California Public Works Board
      (Department of Corrections)
      6.5%, 9/1/17 (2)                           30,000                    33,947
                                                                         --------
       GROUP TOTAL                                                         39,996
                                                                         --------
 --------------------------------------------------------------------------------
 NON-INSURED (7.8%)
    California PCR Finance Auth. VRDO
      (Southern California Edison)
      2.0%, 12/1/93                                 700                       700
    California Health Facilities Finance
      Auth. VRDO
      (Adventist Health System &
      W. Sutter Health)
      2.15%, 12/1/93                              1,700                     1,700
    California State RAN
      3.5%, 6/28/94                               7,500                     7,545
    California Water Department
      7.0%, 12/1/11                               2,585                     3,094
      7.0%, 12/1/12                               4,520                     5,415
    Irvine City Assessment Dist. VRDO
      1.7%, 12/1/93                                 600                       600
    Irvine Ranch Water Dist. VRDO
      1.7%, 12/1/93                               2,500                     2,500
      1.75%, 12/1/93                                400                       400
    Kern County VRDO
      2.2%, 12/1/93                               2,000                     2,000
    Kern County Board of Education TRAN
      3.25%, 7/21/94                              5,000                     5,023
    Los Angeles County TRAN
      CP 2.45%, 1/25/94                           5,000                     4,999
      3.0%, 6/30/94                              15,000                    15,045
    Los Angeles Department of
      Water & Power
      6.5%, 4/1/10                                3,950                     4,428
    Los Angeles Waste Water
      Systems CP
      2.75%, 12/15/93                             1,100                     1,100
    Metropolitan Water Dist. of
      Southern California
      5.75%, 7/1/09                             $10,000                   $10,516
    Orange County (Irvine Co.)
      VRDO 1.8%, 12/1/93                          7,600                     7,600
    Orange County Sanitation
      Dist. COP VRDO
      1.7%, 12/1/93                                 600                       600
   Pasadena Electric Works Rev.
      5.375%, 8/1/12                              7,040                     7,082
   Sacramento County Administration
      Center & Courthouse VRDO
      2.15%, 12/1/93                              2,300                     2,300
   County of San Mateo COP VRDO
      2.1%, 12/1/93                               1,525                     1,525
                                                                         --------
       GROUP TOTAL                                                         84,172
                                                                         --------
- ---------------------------------------------------------------------------------
 TOTAL MUNICIPAL BONDS
    (Cost $993,740)                                                     1,068,548
 --------------------------------------------------------------------------------
 OTHER ASSETS AND LIABILITIES (.5%)                                     
 --------------------------------------------------------------------------------
    Other Assets--Note B                                                   23,704
    Liabilities                                                          (17,824)
                                                                         --------
                                                                            5,880
 --------------------------------------------------------------------------------
 NET ASSETS (100%)                                                      
 --------------------------------------------------------------------------------
    Applicable to 95,063,271 outstanding shares
    of beneficial interest
    (unlimited authorization--no par value)                            $1,074,428
 --------------------------------------------------------------------------------
 NET ASSET VALUE PER SHARE                                                 $11.30
 ===============================================================================
</TABLE>

 +See Note A to Financial Statements.
  For explanations of abbreviations and other references, see page 14.

<TABLE>
<CAPTION>                                             
 --------------------------------------------------------------------------------
 AT NOVEMBER 30, 1993,
    NET ASSETS  CONSISTED OF:
 --------------------------------------------------------------------------------
                                                 Amount                       Per
                                                  (000)                     Share
                                            -----------                   -------
 <S>                                        <C>                           <C>
    Paid in Capital                         $   994,947                    $10.47
    Undistributed Net
      Investment Income                              --                        --
    Accumulated Net
      Realized Gains                              3,347                       .03
    Unrealized Appreciation
      of Investments                             76,134                       .80
 --------------------------------------------------------------------------------
 NET ASSETS                                  $1,074,428                    $11.30
 --------------------------------------------------------------------------------
</TABLE>

                                         12

<PAGE>   15
<TABLE>
<CAPTION>
                                                   Face                    Market
                                                 Amount                     Value
 MONEY MARKET PORTFOLIO                           (000)                    (000)+ 
 ---------------------------------------------------------------------------------
 MUNICIPAL BONDS (98.3%)                                                          
 ---------------------------------------------------------------------------------
 <S>                                           <C>                       <C>
    Alameda County Transportation Auth.
      4.0%, 5/1/94 (3)                         $  2,725                  $  2,741
    Anaheim City Public Improvement
      Corp. COP VRDO
      2.2%, 2/1/94 (2)                           14,900                    14,900
    California Health Facilities
      Finance Auth. VRDO
      (Adventist Health System &
      W. Sutter Health)
      2.15%, 12/1/93                             17,400                    17,400
      (Catholic Health Care West)
      2.15%, 12/1/93 (1)                         16,460                    16,460
      (Daughters of Charity Health System)
      2.35%, 12/1/93                             36,300                    36,300
      (Pooled Program) 
      2.25%, 12/1/93                              6,700                     6,700
    California PCR Finance Auth.
      (Southern California Edison) VRDO
      2.0%, 12/1/93                              16,600                    16,600
      (Chevron)
      2.4%, 5/15/94*                              3,500                     3,500
      (Pacific Gas & Electric) CP
      2.4%, 12/7/93                               3,010                     3,010
      2.45%, 12/9/93                             10,000                    10,000
      2.75%, 12/13/93                             7,875                     7,875
      2.45%, 1/26/94                              8,000                     8,000
    California State GO TOB
      2.85%, 5/1/94 (3)*                         26,500                    26,500
    California State RAN
      3.5%, 6/28/94                              20,600                    20,669
    California Dept. Water Resource
      TOB VRDO 2.3%, 12/1/93                     25,285                    25,285
      CP 2.55%, 2/15/94                          14,751                    14,751
    Clovis Unified School Dist. TRAN
      3.0%, 6/29/94                               8,000                     8,011
    Contra Costa Transportation Rev.
      VRDO 2.0%, 12/1/93 (3)                     27,400                    27,400
    East Bay Municipal Utility Dist. CP
      2.75%, 12/15/93                             2,350                     2,350
    Fullerton City TRAN
      3.0%, 7/29/94                               5,000                     5,005
    Irvine City Assessment Dist. VRDO
      1.7%, 12/1/93                               3,400                     3,400
    Irvine Ranch Water Dist. VRDO
      1.7%, 12/1/93                              14,990                    14,990
    Kern County VRDO
      2.2%, 12/1/93                              20,700                    20,700
    Long Beach County TRAN
      3.25%, 9/21/94                              6,000                     6,019
    Long Beach City Memorial
      Health Service 
      2.7%, 3/1/94*                             $16,000                   $16,000
    Los Angeles County Transportation
      Sales Tax Rev.
      CP 2.4%, 12/7/93                            2,000                     2,000
      VRDO 2.2%, 1/1/94 (3)                         800                       800
    Los Angeles County School Comm.
      3.25%, 6/30/94                             17,000                    17,038
    Los Angeles County TRAN
      CP 2.5%, 12/10/93                           6,000                     6,000
      CP 2.7%, 1/12/94                           25,200                    25,200
      CP 2.65%, 1/13/94                           9,300                     9,300
      CP 2.65%, 1/20/94                          36,300                    36,300
      CP 2.45%, 1/26/94                          12,700                    12,700
      3.0%, 6/30/94                              40,300                    40,316
    Los Angeles County Unified
      School Dist. TRAN
      3.25%, 7/15/94                             34,600                    34,697
    Los Angeles Department of Water &
      Power CP
      2.7%, 12/15/93                              6,800                     6,800
      2.75%, 12/15/93                             2,250                     2,250
    Northern California Power Agency
      TOB VRDO 2.4%, 1/1/94                       5,000                     5,000
    Oakland City TOB VRDO COP
      2.4%, 2/1/94                               10,000                    10,000
    Oakland Health Facility VRDO
      (Children's Hosp.) 
      2.2%, 12/1/93 (3)                           7,215                     7,215
    Orange County Sanitation Dist. VRDO
      COP 1.7%, 12/1/93                           1,400                     1,400
      1.7%, 12/1/93 (3)                           3,200                     3,200
      COP 2.1%, 2/1/94 (2)                       19,200                    19,200
    Orange County TRAN
      3.0%, 6/30/94                               3,500                     3,503
    Orange County VRDO (Irvine Co.)
      1.8%, 12/1/93                              12,100                    12,100
    Riverside County TRAN
      CP 2.6%, 12/9/93                            3,700                     3,700
      CP 2.5%, 12/10/93                          36,000                    36,000
      CP 2.55%, 12/10/93                          4,000                     4,000
      CP 2.7%, 1/12/94                            8,600                     8,600
      3.0%, 6/30/94                              10,000                    10,004
    Riverside County VRDO
      2.2%, 12/1/93                              72,640                    72,640
    Sacramento County Administration
      Center & Courthouse VRDO
      2.15%, 12/1/93                             15,650                    15,650
    Saddleback Valley Unified School
      Dist. TRAN
      3.25%, 6/30/94                             28,000                    28,079
</TABLE>

                                        13
<PAGE>   16

 STATEMENT OF NET ASSETS (continued)

<TABLE>
<CAPTION>
                                                   Face                    Market
                                                 Amount                     Value
                                                  (000)                    (000)+
 ------------------------------------------------------------------------------- 
 <S>                                            <C>                    <C>
    San Diego Area Local
      Govt. COP TRAN
      3.25%, 6/30/94                            $26,000                $   26,058
    San Diego County Regional
      Transportation VRDO
      2.2%, 12/1/93 (3)                          29,800                    29,800
    San Diego County TRAN
      3.25%, 7/29/94                             12,000                    12,027
    Santa Clara Dist. Valley Medical
      VRDO (El Camino Hosp. Dist.)
      2.15%, 12/1/93                             28,700                    28,700
    Southern California Public Power
      Auth. (Transmission Project)
      VRDO 2.2%, 1/1/94 (2)                      59,500                    59,500
      9.75%, 1/1/94 (Prere.)                      3,300                     3,418
      10.0%, 1/1/94 (2) (Prere.)                 10,060                    10,422
      10.0%, 1/1/94 (Prere.)                      4,650                     4,817
    Stockton Unified School Dist. TRAN
      3.25%, 12/22/93                             7,500                     7,503
    Torrance Hosp. (Pooled Program)
      VRDO 2.4%, 12/1/93                          4,000                     4,000
    Ventura County Solid Waste VRDO
      2.2%, 12/1/93                               2,850                     2,850
    Ventura County TRAN
      3.0%, 8/1/94                               26,500                    26,533
    Yuba County TRAN
      3.25%, 12/21/93                             4,700                     4,701
 --------------------------------------------------------------------------------
 TOTAL MUNICIPAL BONDS
      (Cost $988,587)                                                     988,587
 --------------------------------------------------------------------------------
 OTHER ASSETS AND LIABILITIES (1.7%)
 --------------------------------------------------------------------------------
    Other Assets--Note B                                                   19,711
    Liabilities                                                            (2,572)
                                                                        ---------
                                                                           17,139
 --------------------------------------------------------------------------------
 NET ASSETS (100%)                                                      
 --------------------------------------------------------------------------------
    Applicable to 1,005,765,373 outstanding shares
      of beneficial interest (unlimited
      authorization--no par value)                                     $1,005,726
 --------------------------------------------------------------------------------
 NET ASSET VALUE PER SHARE                                                  $1.00
 ================================================================================
</TABLE>
 +See Note A to Financial Statements.

<TABLE>
 --------------------------------------------------------------------------------
 AT NOVEMBER 30, 1993,
    NET ASSETS  CONSISTED OF:                                          
 --------------------------------------------------------------------------------
                                                 Amount                       Per
                                                  (000)                     Share
                                             ----------                  --------
 <S>                                         <C>                           <C>
 Paid in Capital                             $1,005,778                     $1.00
 Undistributed Net
    Investment Income                                --                        --
 Accumulated Net Realized Losses                    (52)                       --
 Unrealized Appreciation
    of Investments                                   --                        --
 --------------------------------------------------------------------------------
 NET ASSETS                                  $1,005,726                     $1.00
 --------------------------------------------------------------------------------
</TABLE>

 (1) MBIA (Municipal Bond Insurance Association)
 (2) AMBAC (AMBAC Indemnity Corporation)
 (3) FGIC (Financial Guaranty Insurance Company)
 (4) FSA (Financial Security Assurance)
 (5) CGI (Capital Guaranty Insurance)
 (6) BIGI (Bond Investors Guaranty Insurance)
 (7) Connie Lee Inc.
 (8) FHA (Federal Housing Authority)
 COP--Certificate of Participation
 CP--Commercial Paper
 GO--General Obligation
 PCR--Pollution Control Revenue
 RAN--Revenue Anticipation Note
 TOB--Tender Option Bond
 TRAN--Tax Revenue Anticipation Note
 VRDO--Variable Rate Demand Obligation
 (Prere.)--Prerefunded
 *Put Option Obligation

                                        14
<PAGE>   17


 STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                          INSURED                     MONEY
                                                                        LONG-TERM                     MARKET
                                                                        PORTFOLIO                  PORTFOLIO
 -----------------------------------------------------------------------------------------------------------
                                                                       Year Ended                 Year Ended
                                                                     November 30,               November 30,
                                                                             1993                       1993
                                                                            (000)                      (000)
 -----------------------------------------------------------------------------------------------------------
 <S>                                                      <C>            <C>            <C>          <C>
 INVESTMENT INCOME
   INCOME
     Interest  . . . . . . . . . . . . . . . . . . .                      $55,730                      2,544
 -----------------------------------------------------------------------------------------------------------
         Total Income  . . . . . . . . . . . . . . .                       55,730                     22,544
 -----------------------------------------------------------------------------------------------------------
   EXPENSES
    The Vanguard Group--Note B
     Investment Advisory Services  . . . . . . . . .      $     91                      $     83
     Management and Administrative . . . . . . . . .         1,475                         1,234
     Marketing and Distribution  . . . . . . . . . .           262          1,828            295       1,612
                                                      ------------                      --------            
   Insurance Expense . . . . . . . . . . . . . . . .                            2                         --
   Auditing Fees . . . . . . . . . . . . . . . . . .                            8                          8
   Shareholders' Reports . . . . . . . . . . . . . .                           42                         35
   Annual Meeting and Proxy Costs  . . . . . . . . .                            5                          4
      Trustees' Fees and Expenses. . . . . . . . . .                            3                          3
 -----------------------------------------------------------------------------------------------------------
         Total Expenses  . . . . . . . . . . . . . .                        1,888                      1,662
 -----------------------------------------------------------------------------------------------------------
          Net Investment Income  . . . . . . . . . .                       53,842                     20,882
 -----------------------------------------------------------------------------------------------------------
 REALIZED NET GAIN (LOSS)--Note C
   Investment Securities Sold  . . . . . . . . . . .                       15,112                         14
   Futures Contracts . . . . . . . . . . . . . . . .                     (10,286)                         --
 -----------------------------------------------------------------------------------------------------------
          Realized Net Gain  . . . . . . . . . . . .                        4,826                         14
 -----------------------------------------------------------------------------------------------------------
 CHANGE IN UNREALIZED APPRECIATION
   (DEPRECIATION)--Notes C and D
     Investment Securities . . . . . . . . . . . . .                       45,634                         --
     Futures Contracts . . . . . . . . . . . . . . .                          296                         --
 -----------------------------------------------------------------------------------------------------------
         Change in Unrealized Appreciation (Depreciation)                  45,930                         --
 -----------------------------------------------------------------------------------------------------------
         Net Increase in Net Assets Resulting from Operations            $104,598                    $20,896
 ===========================================================================================================
</TABLE>

                                      15
<PAGE>   18
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>                                                 
                                                                             INSURED                     MONEY
                                                                  LONG-TERM PORTFOLIO         MARKET PORTFOLIO 
 --------------------------------------------------------------------------------------------------------------
                                                               YEAR ENDED  Year Ended    YEAR ENDED Year Ended
                                                                 NOV. 30,    Nov. 30,      NOV. 30,   Nov. 30,
                                                                     1993        1992          1993       1992
                                                                    (000)       (000)         (000)      (000)
 --------------------------------------------------------------------------------------------------------------
 <S>                                                          <C>           <C>        <C>           <C>
 INCREASE IN NET ASSETS
 OPERATIONS
   Net Investment Income                                      $    53,842   $ 42,974    $   20,882   $ 22,603
   Realized Net Gain (Loss)--Note C                                 4,826     14,119            14        (76)
   Change in Unrealized Appreciation (Depreciation)
     Notes C and D                                                 45,930     15,719            --           --
 --------------------------------------------------------------------------------------------------------------
         Net Increase in Net Assets Resulting from Operations     104,598     72,812        20,896     22,527
 --------------------------------------------------------------------------------------------------------------
 DISTRIBUTIONS (1)
   Net Investment Income                                          (53,842)   (42,974)      (20,882)   (22,603)
   Realized Net Gain                                              (15,193)      (221)           --         --
 --------------------------------------------------------------------------------------------------------------
     Total Distributions                                          (69,035)   (43,195)      (20,882)   (22,603)
 --------------------------------------------------------------------------------------------------------------
 CAPITAL SHARE TRANSACTIONS (2)
   Issued   -- Regular                                            319,720    272,717       832,642    642,531
            -- In Lieu of Cash Distributions                       51,774     31,938        19,557     20,932
            -- Exchange                                           129,416    113,375       258,659    191,590
   Redeemed -- Regular                                           (131,693)  (102,899)     (686,768)  (594,895)
            -- Exchange                                          (158,317)  (146,212)     (212,367)  (225,002)
 --------------------------------------------------------------------------------------------------------------
 Net Increase from
   Capital Share Transactions                                     210,900    168,919       211,723     35,156
 --------------------------------------------------------------------------------------------------------------
 Total Increase                                                   246,463    198,536       211,737     35,080
 --------------------------------------------------------------------------------------------------------------
 NET ASSETS
   Beginning of Year                                              827,965    629,429       793,989    758,909
 --------------------------------------------------------------------------------------------------------------
 End of Year                                                  $ 1,074,428   $827,965    $1,005,726   $793,989
 ==============================================================================================================
 (1) Distributions Per Share
     Net Investment Income                                    $      .604   $   .633    $     .024   $   .029
     Realized Net Gain                                        $      .199   $   .004            --         --
 --------------------------------------------------------------------------------------------------------------
 (2) Shares Issued and Redeemed
     Issued                                                        40,203     36,087     1,091,301    834,121
     Issued in Lieu of Cash Distributions                           4,663      2,984        19,557     20,932
   Redeemed                                                       (25,866)   (23,365)     (899,135)  (819,897)
 --------------------------------------------------------------------------------------------------------------
                                                                   19,000     15,706       211,723     35,156
 --------------------------------------------------------------------------------------------------------------
</TABLE>

                                         16
<PAGE>   19
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                             INSURED LONG-TERM PORTFOLIO
 --------------------------------------------------------------------------------------------------------------
                                                                              Year Ended November 30,        
 --------------------------------------------------------------------------------------------------------------
 For a Share Outstanding Throughout Each Year                 1993        1992       1991      1990        1989
 --------------------------------------------------------------------------------------------------------------
 <S>                                                       <C>         <C>         <C>       <C>          <C>
 NET ASSET VALUE, BEGINNING OF YEAR                         $10.89      $10.43     $10.22    $10.19       $9.71
                                                            ------      ------     ------    ------       -----
 INVESTMENT OPERATIONS
   Net Investment Income                                      .604        .633       .644      .660        .671
   Net Realized and Unrealized Gain (Loss)
     on Investments                                           .609        .464       .210      .030        .480
                                                            ------      ------     ------    ------       -----
          TOTAL FROM INVESTMENT OPERATIONS                   1.213       1.097       .854      .690       1.151
 --------------------------------------------------------------------------------------------------------------
 DISTRIBUTIONS
   Dividends from Net Investment Income                      (.604)      (.633)     (.644)    (.660)      (.671)
   Distributions from Realized Capital Gains                 (.199)      (.004)        --        --          --
                                                            ------      ------     ------    ------       -----
          TOTAL DISTRIBUTIONS                                (.803)      (.637)     (.644)    (.660)      (.671)
 --------------------------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF YEAR                               $11.30      $10.89     $10.43    $10.22      $10.19
 ==============================================================================================================
 TOTAL RETURN                                              +11.53%     +10.81%     +8.61%    +7.06%     +12.16%
 --------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA
 ------------------------
 Net Assets, End of Year (Millions)                         $1,074        $828       $629      $385        $260
 Ratio of Expenses to Average Net Assets                      .19%        .24%       .25%+     .26%+       .24%+
 Ratio of Net Investment Income to Average Net Assets        5.38%       5.92%      6.24%     6.57%       6.67%
 Portfolio Turnover Rate                                       27%         54%        19%        6%          3%
 --------------------------------------------------------------------------------------------------------------
</TABLE>
+ Insurance expenses represent .01%, .01%, and .02%, respectively.

<TABLE>
<CAPTION>
                                                                             MONEY MARKET PORTFOLIO
 --------------------------------------------------------------------------------------------------------------
                                                                             Year Ended November 30,
                                                             --------------------------------------------------
 For a Share Outstanding Throughout Each Year                 1993        1992       1991      1990        1989
  --------------------------------------------------------------------------------------------------------------
<S>                                                         <C>         <C>         <C>         <C>       <C>
 NET ASSET VALUE, BEGINNING OF YEAR
                                                             $1.00       $1.00      $1.00        $1.00    $1.00
                                                             -----       -----      -----        -----    -----
 INVESTMENT OPERATIONS                                                                                     
   Net Investment Income                                      .024        .029        .043        .054     .060
   Net Realized and Unrealized Gain (Loss) on Investments       --          --          --          --       --
                                                             -----       -----      -----        -----    -----
          TOTAL FROM INVESTMENT OPERATIONS                    .024        .029        .043        .054     .060
 --------------------------------------------------------------------------------------------------------------
 DISTRIBUTIONS
   Dividends from Net Investment Income                      (.024)      (.029)      (.043)      (.054)   (.060)
   Distributions from Realized Capital Gains                    --          --          --          --       --
                                                             -----       -----       -----       -----    -----
           TOTAL DISTRIBUTIONS                               (.024)      (.029)      (.043)      (.054)   (.060)
 --------------------------------------------------------------------------------------------------------------
 NET ASSET VALUE, END OF YEAR                                $1.00       $1.00       $1.00       $1.00    $1.00
 ==============================================================================================================
 TOTAL RETURN                                               +2.40%      +2.97%      +4.44%      +5.59%   +6.19%
 --------------------------------------------------------------------------------------------------------------
 RATIOS/SUPPLEMENTAL DATA
 ------------------------
 Net Assets, End of Year (Millions)                         $1,006        $794        $759        $723     $540
 Ratio of Expenses to Average Net Assets                      .19%        .24%        .24%        .25%     .22%
 Ratio of Net Investment Income to Average Net Assets        2.37%       2.92%       4.32%       5.43%    5.99%
 Portfolio Turnover Rate                                       N/A         N/A         N/A         N/A      N/A
 --------------------------------------------------------------------------------------------------------------
</TABLE>

                                           17

<PAGE>   20

NOTES TO FINANCIAL STATEMENTS

Vanguard California Tax-Free Fund is registered under the Investment Company    
Act of 1940 as an open-end investment company and consists of the Insured
Long-Term and Money Market Portfolios. Each Portfolio invests in debt
instruments of municipal issuers whose ability to meet their obligations may be
affected by economic and political developments in the State of California.

* A. The following significant accounting policies are in conformity with       
generally accepted accounting principles for investment companies. Such policies
are consistently followed by the Fund in the preparation of financial
statements.

1.   SECURITY VALUATION: Money Market Portfolio: investment securities are
     stated at amortized cost which approximates market value. Insured Long-
     Term Portfolio: municipal bonds are valued utilizing primarily the latest
     bid prices or, if bid prices are not available, on the basis of valuations
     based on a matrix system (which considers such factors as security prices,
     yields, maturities and ratings), both as furnished by an independent
     pricing service.

2.   FEDERAL INCOME TAXES: Each Portfolio of the Fund intends to continue to
     qualify as a regulated investment company and distribute all of its
     income. Accordingly, no provision for Federal income taxes is required in
     the financial statements.

3.   FUTURES: The Insured Long-Term Portfolio may utilize futures contracts to
     a limited extent. The primary risks associated with the use of futures
     contracts are imperfect correlation between the change in market value of
     the bonds held by the Portfolio and the prices of futures contracts, and
     the possibility of an illiquid market. Futures contracts are valued based
     upon their quoted daily settlement prices. Fluctuations in the value of
     futures contracts are recorded as unrealized appreciation (depreciation)
     until terminated at which time realized gains (losses) are recognized.
     Unrealized appreciation (depreciation) related to open futures contracts 
     is required to be treated as realized gain (loss) for Federal income tax
     purposes.

4.   DISTRIBUTIONS: Distributions from net investment income are declared on a
     daily basis payable on the first business day of the following month.
     Annual distributions from realized gains, if any, are recorded on the ex-
     dividend date. Capital gain distributions are determined on a tax basis
     and may differ from realized capital gains for financial reporting
     purposes due to differences in the timing of realization of gains.

5.   OTHER: Security transactions are accounted for on the date the securities
     are purchased or sold. Costs used in determining realized gains and losses
     on the sale of investment securities are those of specific securities
     sold. Premiums and original issue discounts are amortized and accreted,
     respectively, to interest income over the lives of the respective
     securities.

* B. The Vanguard Group, Inc. furnishes at cost investment advisory, corporate
management, administrative, marketing, and distribution services. The costs of
such services are allocated to the Fund under methods approved by the Board of
Trustees. The Fund has contributed capital aggregating $340,000 to Vanguard
(included in Other Assets), representing 1.7% of Vanguard's capitalization. The
Fund's officers and trustees are also officers and directors of Vanguard.

* C. During the year ended November 30, 1993, the Insured Long-Term Portfolio
made purchases of $401,062,000 and sales of $250,760,000 of investment
securities other than temporary cash investments.



                                    18
<PAGE>   21

At November 30, 1993, unrealized appreciation of investment securities of the
Insured Long-Term Portfolio for financial reporting and Federal income tax
purposes aggregated $74,808,000 of which $76,453,000 related to appreciated
securities and $1,645,000 related to depreciated securities.

* D. At November 30, 1993, the Insured Long-Term Portfolio had short positions
in Municipal Bond Index, U.S. Treasury Bond and U.S. Treasury Note futures
contracts expiring through March 1994, with an aggregate settlement value and
net unrealized appreciation of $147,211,000 and $1,326,000, respectively. The
market value of securities deposited as initial margin for open futures
contracts was $2,147,000.



REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Trustees
Vanguard California Tax-Free Fund

In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
the Insured Long-Term Portfolio and the Money Market Portfolio (constituting the
Vanguard California Tax-Free Fund, hereafter referred to as the "Fund") at
November 30, 1993, the results of each of their operations, the changes in each
of their net assets and the financial highlights for each of the respective
periods presented, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities by
correspondence with the custodian and brokers and the application of alternative
auditing procedures where confirmations from brokers were not received, provide
a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
December 27, 1993



                                    19
<PAGE>   22

TRUSTEES AND OFFICERS

JOHN C. BOGLE, Chairman and Chief Executive Officer
Chairman and Director of The Vanguard Group, Inc., and of each of the
investment
companies in The Vanguard Group.

JOHN J. BRENNAN, President
President and Director of The Vanguard Group, Inc., and of each of the
investment companies in The Vanguard Group.

ROBERT E. CAWTHORN, Chairman and Chief Executive Officer of Rhone-Poulenc Rorer
Inc.; Director of Sun Company, Inc. and Immune Response Corporation; Trustee of
the Universal Health Realty Income Trust.

BARBARA BARNES HAUPTFUHRER, Director of The Great Atlantic and Pacific Tea
Company, Alco Standard Corp., Raytheon Company, Knight-Ridder, Inc., and
Massachusetts Mutual Life Insurance Co.

BURTON G. MALKIEL, Chemical Bank Chairman's Professor of Economics, Princeton
University; Director of Prudential Insurance Co. of America, Amdahl
Corporation,
Baker Fentress & Co., and The Southern New England Telephone Company.

ALFRED M. RANKIN, JR., President and Chief Executive Officer of NACCO
Industries, Inc.; Director of NACCO Industries, The BFGoodrich Company, and The
Standard Products Company.

JOHN C. SAWHILL, President and Chief Executive Officer of The Nature
Conservancy; formerly, Director and Senior Partner of McKinsey & Co. and
President of New York University; Director of Pacific Gas and Electric Company
and NACCO Industries.

JAMES O. WELCH, JR., Retired Chairman of Nabisco Brands, Inc.; retired Vice
Chairman and Director of RJR Nabisco; Director of TECO Energy, Inc.

J. LAWRENCE WILSON, Chairman and Director of Rohm & Haas Company; Director of
Cummins Engine Company; Trustee of Vanderbilt University and the Culver
Educational Foundation.


OTHER FUND OFFICERS

RICHARD F. HYLAND, Treasurer; Treasurer of The Vanguard Group, Inc., and of
each of the investment companies in The Vanguard Group.

RAYMOND J. KLAPINSKY, Secretary; Senior Vice President and Secretary of The
Vanguard Group, Inc.; Secretary of each of the investment companies in The
Vanguard Group.

KAREN E. WEST, Controller; Vice President of The Vanguard Group, Inc.;
Controller of each of the investment companies in The Vanguard Group.


OTHER VANGUARD GROUP OFFICERS

JEREMY G. DUFFIELD
Senior Vice President
Planning & Development

JAMES H. GATELY
Senior Vice President
Institutional

IAN A. MACKINNON
Senior Vice President
Fixed Income Group

VINCENT S. MCCORMACK
Senior Vice President
Operations

RALPH K. PACKARD
Senior Vice President
Chief Financial Officer



                                    20
<PAGE>   23

(continued from inside front cover)

toward those of the 1970s. However, the current level of inflation suggests
that future real returns may prove to be satisfactory. Looking forward, the main
risks to the investor are two: (1) that yields on financial assets will rise
sharply, reducing the prices of stocks and bonds alike; and (2) that inflation,
presently at moderate levels, will accelerate.

SOME COURSES OF ACTION

What, if any, present action should be taken by investors to deal with these    
two major risks? Should your allocation of assets among stock funds, bond funds,
and money market funds be adjusted? Here are some reasonable courses of action
to consider:

* For long-term investors who have built a substantial balanced portfolio
    of stock, bond, and money market funds, stay the course. Even if
    withdrawing from the stock market proves to be justified, the next
    decision--when to return--will one day be required. "Being right twice" is
    no mean challenge.

* For long-term investors gradually accumulating assets for, say, retirement,   
    stay your present course. Continue to invest regularly. By doing so, you
    buy more shares of a mutual fund when its price falls, and fewer shares
    when its price rises, virtually assuring a reasonable average cost.

* For risk-averse investors who are highly confident that stock prices are "too 
    high," make only marginal--not "all or nothing"-- changes in your
    portfolio balance. Given the perils of predicting the future, any changes
    should be limited to, say, 15 percentage points. That is, if your normal
    portfolio allocation is 60% in stock funds, it might be reduced to 45%; if
    85%, to 70%.

* For investors who simply must have more income, never lose sight of the added 
    principal risk involved in shifting from money market funds to bond funds.  
    Long-term bond funds provide a generous and durable income stream, but
    their prices are highly volatile. Short-term and intermediate-term bond
    funds offer a "middle way" of increasing income with more modest risk to
    principal.

* For investors who are tempted to find an "easy way" to higher returns, never  
    forget that risk and reward go hand in hand. Precipitously replacing        
    certificates of deposit with broad-based common stock funds verges on the
    irrational. Funds investing in other securities markets--emerging nations,
    international stocks and bonds, and small U.S. companies--carry their own
    special risks. Generally, limit such alternative investments to, say, 20%
    of your total portfolio.

For all investors, be prepared for sharp interim swings in stock and bond       
prices. The central tenet of investing is "prices fluctuate," and sensible long-
term investors simply must take such fluctuations in their stride. Successful
investing is as much a function of your own discipline and equanimity as it is
of the returns available in the securities markets.

THREE ESSENTIAL PRINCIPLES
As we confront the brave new world of investing that may well lie ahead in the
coming decade--and it is important to think in decade-length terms--we would
underscore three caveats:
1. Have "rational expectations" for future returns. At prices prevailing today,
   it seems highly unlikely that the returns enjoyed by investors in the past
   decade will be repeated in the coming decade.
2. Maintain a balanced portfolio consisting of stock, bond, and money market
   funds. Each asset class has its own risk and reward characteristics. By 
   allocating your resources among the three asset classes according to your 
   own requirements, you can build a portfolio providing appropriate elements of
   capital appreciation, capital conservation, and current income.
3. In balancing risk against reward, be sure to consider cost. Many mutual
   funds carry hefty sales charges or high expense ratios, or both. Other 
   factors held equal, expenses reduce returns, dollar for dollar. Put another
   way, high-cost funds must select investments with higher prospective gross 
   returns--which entail higher risks--to match the net returns earned by 
   low-cost funds.
This brief Annual Report essay can provide only an elementary look at the
challenges investors face today. History can give us perspective, but it cannot
give us performance. Famed British economist Lord Keynes had it right when he
said, "the inevitable never happens. It is the unexpected always."
<PAGE>   24

                         THE VANGUARD FAMILY OF FUNDS

MONEY MARKET FUNDS    
Vanguard Money Market Reserves    
                                            
TAX-EXEMPT MONEY MARKET FUNDS    
Vanguard Municipal Bond Fund    
Money Market Portfolio    
Vanguard State Tax-Free Funds    
Money Market Portfolios (CA, NJ, OH, PA)    
                                            
TAX-EXEMPT INCOME FUNDS    
                                            
Vanguard Municipal Bond Fund    
Vanguard State Tax-Free Funds    
Insured Long-Term Portfolios    
(CA, FL, NJ, NY, OH, PA)    
                                            
FIXED INCOME FUNDS    
Vanguard Admiral Funds    
Vanguard Bond Index Fund    
Vanguard Fixed Income Securities Fund    
Vanguard Preferred Stock Fund    
                                            
BALANCED FUNDS    
Vanguard Asset Allocation Fund    
Vanguard Balanced Index Fund    
Vanguard STAR Fund    
Vanguard/Wellesley Income Fund    
Vanguard/Wellington Fund    

EQUITY FUNDS                                    
                                                
GROWTH AND INCOME FUNDS                         
Vanguard Convertible Securities Fund            
Vanguard Equity Income Fund                     
Vanguard Index Trust                            
Vanguard Quantitative Portfolios                
Vanguard/Trustees' Equity Fund                  
U.S. Portfolio                                  
                                                
Vanguard/Windsor Fund                           
Vanguard/Windsor II                             
                                                
GROWTH FUNDS                                    
Vanguard/Morgan Growth Fund                     
Vanguard/PRIMECAP Fund                          
Vanguard U.S. Growth Portfolio                  
                                                
AGGRESSIVE GROWTH FUNDS                         
Vanguard Explorer Fund                          
Vanguard Small Capitalization Stock Fund        
Vanguard Specialized Portfolios                 
                                                
INTERNATIONAL FUNDS                             
Vanguard International Equity Index Fund        
Vanguard International Growth Portfolio         
Vanguard/Trustees' Equity Fund                  
International Portfolio                         
                                                


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        Vanguard Financial Center  *  Valley Forge, Pennsylvania 19482

                   New Account Information 1-(800) 662-7447

                Shareholder Account Services: 1-(800) 662-2739


               This Report has been prepared for shareholders and
                may be distributed to others only if preceded or
             accompanied by a current prospectus. All Funds in the
                Vanguard Family are offered by prospectus only.

                                   Q750-11/93
<PAGE>   25
                                EDGAR Appendix

        This appendix describes components of the printed version of this
report that do not translate into a format acceptable to the EDGAR system.

        The cover of the printed version of this report features the flags of
The United States of America and Vanguard flying from a halyard.

        A bar chart called "A Tale of Two Decades" appears on the inside front
cover. This chart illustrates Average Annual Total Return, in nominal and real
terms, of Stocks, Bonds and Reserves (U.S. Treasury bills) for the two decades
since 1973.

        A running head featuring the Vanguard flag logo appears at the top of
pages one through 24.

        A photograph of John C. Bogle appears at the upper-right of page one.

        A line chart of Month-End Yields shows the Vanguard California compared
to the  Lehman Municpal bond index.  For the Fiscal Years 1990-1993            
    

        Line charts illustrating cumulative performance of the Vanguard        
California fund shows comparison against the average Ca Municpal fund and
to the Lehman municpal bond index for the fiscal years 1986-1993.




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