<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 33-1569) UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 13
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940
AMENDMENT NO. 16
VANGUARD CALIFORNIA
TAX-FREE FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
P.O. BOX 2600
VALLEY FORGE, PA 19482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER (610) 669-1000
RAYMOND J. KLAPINSKY, ESQUIRE
P.O. BOX 876
VALLEY FORGE, PA 19482
IT IS HEREBY REQUESTED THAT THIS FILING BECOME EFFECTIVE
on March 28, 1997, pursuant to paragraph (a) of Rule 485 of the Securities Act
of 1933.
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after this Registration becomes effective.
WE HAVE ELECTED TO REGISTER AN INDEFINITE NUMBER OF SHARES PURSUANT TO RULE
24f-2 UNDER THE INVESTMENT COMPANY ACT OF 1940. WE FILED OUR RULE 24f-2 NOTICE
FOR THE YEAR ENDED NOVEMBER 30, 1996 ON JANUARY 31, 1997.
================================================================================
<PAGE> 2
VANGUARD CALIFORNIA TAX-FREE FUND
CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-1A
ITEM NUMBER LOCATION IN PROSPECTUS
<C> <S> <C>
Item 1. Cover Page.................................... Cover Page
Item 2. Synopsis...................................... Not Applicable
Item 3. Condensed Financial Information............... Financial Highlights
Item 4. General Description of Registrant............. The Fund's Objectives; Investment
Limitations; Investment Policies;
Investment Performance General
Information
Item 5. Management of the Fund........................ The Fund and Vanguard; Investment
Adviser
Item 6. Capital Stock and Other Securities............ Buying Shares; Redeeming Shares; The
Share Price of Each Portfolio;
Dividends, Capital Gains and Taxes;
Distribution Options; General
Information
Item 7. Purchase of Securities Being Offered.......... Cover Page; Buying Shares
Item 8. Redemption or Repurchase...................... Redeeming Shares
Item 9. Pending Legal Proceedings..................... Not Applicable
<CAPTION>
FORM N-1A LOCATION IN STATEMENT
ITEM NUMBER OF ADDITIONAL INFORMATION
<C> <S> <C>
Item 10. Cover Page.................................... Cover Page
Item 11. Table of Contents............................. Cover Page
Item 12. General Information and History............... Management of the Fund
Item 13. Investment Objective and Policies............. Investment Limitations
Item 14. Management of the Fund........................ Management of the Fund; Investment
Management
Item 15. Control Persons and Principal Holders of
Securities.................................... Management of the Fund
Item 16. Investment Advisory and Other Services........ Management of the Fund; Investment
Manager
Item 17. Brokerage Allocation.......................... Not Applicable
Item 18. Capital Stock and Other Securities............ Financial Statements
Item 19. Purchase, Redemption and Pricing of Securities
Being Offered................................. Purchase of Shares; Redemption of
Shares
Item 20. Tax Status.................................... Appendix
Item 21. Underwriters.................................. Not Applicable
Item 22. Calculations of Yield Quotations of Money
Market Fund................................... Calculation of Yield
Item 23. Financial Statements.......................... Financial Statements
</TABLE>
<PAGE> 3
VANGUARD
CALIFORNIA
TAX-FREE FUND
Prospectus
March 28, 1997
MONEY MARKET PORTFOLIO
INSURED INTERMEDIATE-TERM PORTFOLIO
INSURED LONG-TERM PORTFOLIO
This prospectus contains financial data for the Fund through the fiscal year
ended November 30, 1996.
[GRAPHIC OF SHIP]
[VANGUARD LOGO]
<PAGE> 4
VANGUARD CALIFORNIA TAX-FREE FUND
A Federal and California State
Tax-Exempt Income Mutual Fund
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Portfolio Expenses 3
Financial Highlights 5
A Word About Risk 7
The Portfolios'
Objectives 7
Who Should Invest 7
Investment Strategies 8
Investment Policies 12
Investment Limitations 13
Investment
Performance 13
Share Price 14
Dividends, Capital
Gains, and Taxes 14
The Fund and Vanguard 15
Investment Adviser 15
General Information 15
Investing
with Vanguard 16
Services and
Account Features 16
Types of Accounts 17
Distribution Options 17
Buying Shares 18
Redeeming Shares 20
Fund and Account Updates 22
Prospectus Postscript 24
Glossary Inside Back Cover
</TABLE>
INVESTMENT OBJECTIVES AND POLICIES
Vanguard California Tax-Free Fund (the "Fund") is a non-diversified, open-end
investment company that includes three separate mutual fund portfolios: Money
Market, Insured Intermediate-Term, and Insured Long-Term (the "Portfolios").
Each Portfolio is intended for California residents only and seeks to provide
income that is exempt from both federal and California personal income taxes.
The Money Market Portfolio emphasizes stability; the Insured Intermediate-Term
and Insured Long-Term Portfolios emphasize income over stability.
You can buy shares in any of the three Portfolios that meet your investment
needs, but you do not have to buy shares in all three.
IT IS IMPORTANT TO NOTE THAT THE MONEY MARKET PORTFOLIO SEEKS TO MAINTAIN, BUT
DOES NOT GUARANTEE, A STABLE NET ASSET VALUE OF $1.00 PER SHARE. NONE OF THE
PORTFOLIOS' SHARES ARE GUARANTEED OR INSURED BY THE FDIC OR ANY OTHER AGENCY OF
THE U.S. GOVERNMENT OR THE STATE OF CALIFORNIA. ALTHOUGH THE INTEREST AND
PRINCIPAL PAYMENTS FOR AT LEAST 65% OF THE BONDS IN THE INSURED
INTERMEDIATE-TERM PORTFOLIO AND FOR AT LEAST 80% OF THE BONDS IN THE INSURED
LONG-TERM PORTFOLIO ARE GUARANTEED, THE VALUE OF THE BONDS THEMSELVES IS NOT
GUARANTEED. AS WITH ANY INVESTMENT IN BONDS, WHICH ARE SENSITIVE TO CHANGES IN
INTEREST RATES, YOU COULD LOSE MONEY BY INVESTING IN ANY OF THE PORTFOLIOS.
FEES AND EXPENSES
The Portfolios are offered on a no-load basis, which means that you pay no sales
commissions or 12b-1 marketing fees. You will, however, incur expenses for
investment advisory, management, administrative, and distribution services,
which are included in each Portfolio's expense ratio.
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS
A Statement of Additional Information (dated March 28, 1997) containing more
information about the Portfolios is, by reference, part of this prospectus and
may be obtained without charge by writing to Vanguard or by calling our Investor
Information Department at 1-800-662-7447.
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objectives, risks, and strategies of each Portfolio
of Vanguard California Tax-Free Fund. To highlight terms and concepts important
to mutual fund investors, we have provided "Plain Talk" explanations along the
way. Reading the prospectus will help you to decide which Portfolios, if any,
are the right investment for you.
These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission, nor has the Securities
and Exchange Commission or any state commission passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
<PAGE> 5
PORTFOLIO PROFILE Vanguard California Tax-Free Fund
WHO SHOULD INVEST (page 7)
- - California residents seeking a municipal bond mutual fund as part of a
balanced and diversified investment program.
- - Income-oriented California residents in a high tax bracket.
WHO SHOULD NOT INVEST
- - Investors primarily seeking growth of their investment over time.
- - Investors in a retirement account.
- - Investors unwilling to accept significant fluctuations in share price
(Insured Intermediate-Term and Insured Long-Term Portfolios).
RISKS OF THE PORTFOLIOS (pages 7 - 11)
All three Portfolios are subject to income risk (the chance that falling
interest rates will cause a Portfolio's income to decline) and objective risk
(the chance that a specific segment of the municipal bond market -- such as
long-term or California state-issued bonds -- will trail returns from the
overall bond market). The Insured Intermediate-Term and Insured Long-Term
Portfolios are also subject to interest rate risk (the chance that bond prices
will decline because of rising interest rates).
The Money Market Portfolio seeks to maintain, but does not guarantee, a constant
net asset value of $1.00 per share. The Money Market Portfolio may invest a
significant portion of its assets in a single issuer. As a result, the Portfolio
is riskier than other types of money market funds that require greater
diversification among issuers. The total returns of the Insured
Intermediate-Term and Insured Long-Term Portfolios will fluctuate within a wide
range, so an investor could lose money over short or even extended periods in
these Portfolios. More detailed information about risk -- including risks
specific to each Portfolio -- is provided beginning on page 7.
DIVIDENDS AND CAPITAL GAINS (page 14)
Dividends are declared daily and paid on the first business day of each month.
Capital gains, if any, are paid annually in December.
INVESTMENT ADVISER (page 15)
Vanguard Fixed Income Group, Valley Forge, PA, manages all three Portfolios.
MINIMUM INITIAL INVESTMENT:
$3,000; $1,000 for custodial accounts for minors.
ACCOUNT FEATURES (page 16)
- - Telephone Redemption
- - Checkwriting
- - Vanguard Direct Deposit Service(sm)
- - Vanguard Automatic Exchange Service(sm)
- - Vanguard Fund Express(R)
- - Vanguard Dividend Express(sm)
AVERAGE ANNUAL TOTAL RETURNS --
PERIODS ENDED NOVEMBER 30, 1996
<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
---------------------------------------
<S> <C> <C> <C>
California Money Market
Portfolio 3.3% 3.0% 4.1%*
Lipper CA Tax-Exempt
Money Market Average 2.9 2.6 3.7*
California Insured
Intermediate-Term Portfolio 6.4% 7.2%** --
Lipper CA Intermediate
Municipal Debt 5.0 6.0** --
California Insured
Long-Term Portfolio 6.9% 8.4% 7.6%
Lipper CA Insured
Municipal Bond Average 5.3 7.4 7.0
</TABLE>
* Since 6/1/87 (Portfolio's inception date).
** Since 3/4/94 (Portfolio's inception date).
In evaluating past performance, remember that it is not indicative of future
performance. Performance figures include the reinvestment of any dividends and
capital gains distributions. The returns shown are net of expenses. Note, too,
that both the return and (except for the Money Market Portfolio) principal value
of an investment will fluctuate so that investors' shares, when redeemed, may be
worth more or less than their original cost.
1
<PAGE> 6
PORTFOLIO PROFILE (continued) Vanguard California Tax-Free Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MONEY MARKET INSURED INTERMEDIATE- INSURED LONG-
PORTFOLIO TERM PORTFOLIO TERM PORTFOLIO
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCEPTION DATE: 6/1/87 3/4/94 4/7/86
NET ASSETS AS OF 11/30/96: $1.44 billion $343 million $1.06 billion
PORTFOLIO'S EXPENSE RATIO FOR
THE YEAR ENDED 11/30/96: 0.19% 0.19% 0.19%
LOADS, 12b-1 MARKETING FEES: None None None
SUITABLE FOR IRAS: No No No
NEWSPAPER ABBREVIATION: VangCA* CAInsIT CAInsLT
VANGUARD FUND NUMBER: 062 100 075
</TABLE>
- --------------------------------------------------------------------------------
*Money market funds are listed separately from the daily mutual fund listings.
2
<PAGE> 7
PORTFOLIO EXPENSES
The examples below are designed to help you understand the various costs you
would bear, directly or indirectly, as an investor in one or more of the
Portfolios.
As noted in this table, you do not pay fees of any kind when you buy, sell, or
exchange shares of any Portfolio:
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
<S> <C>
Sales Load Imposed on Purchases: None
Sales Load Imposed on Reinvested Dividends: None
Redemption Fees: None
Exchange Fees: None
</TABLE>
The next table illustrates the operating expenses that you would incur as a
shareholder of each Portfolio. These expenses are deducted from the Portfolio's
income before it is paid to you. Expenses include investment advisory fees as
well as the costs of maintaining accounts, administering a Portfolio, providing
shareholder services, and other activities. The expenses shown in the tables are
for the fiscal year ended November 30, 1996.
ANNUAL PORTFOLIO OPERATING EXPENSES
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
MONEY MARKET INSURED INTERMEDIATE-
PORTFOLIO TERM PORTFOLIO
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Management and Administrative Expenses: 0.14% 0.14%
Investment Advisory Expenses: 0.01% 0.01%
12b-1 Marketing Fees: None None
Other Expenses
Marketing and Distribution Costs: 0.03% 0.03%
Miscellaneous Expenses: 0.01% 0.01%
---- ----
Total Other Expenses: 0.04% 0.04%
---- ----
TOTAL OPERATING EXPENSES
(EXPENSE RATIO): 0.19% 0.19%
==== ====
- ----------------------------------------------------------------------------------
<CAPTION>
INSURED LONG-TERM
PORTFOLIO
- ----------------------------------------------------------------------------------
<S> <C> <C>
Management and Administrative Expenses: 0.15%
Investment Advisory Expenses: 0.01%
12b-1 Marketing Fees: None
Other Expenses
Marketing and Distribution Costs: 0.02%
Miscellaneous Expenses: 0.01%
----
Total Other Expenses: 0.03%
----
TOTAL OPERATING EXPENSES
(EXPENSE RATIO): 0.19%
====
</TABLE>
PLAIN TALK ABOUT
THE COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with buying, selling, or exchanging shares. These costs can
erode a substantial portion of the gross income or capital appreciation a fund
achieves. Even seemingly small differences in fund expenses can, over time, have
a dramatic impact on a fund's performance.
PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. For example, the Insured Long-Term Portfolio's expense ratio in
fiscal year 1996 was 0.19%, or $1.90 per $1,000 of average net assets. The
average tax-exempt bond mutual fund (excluding money market funds) had expenses
during 1996 of 1.01%, or $10.10 per $1,000 of average net assets, according to
Lipper Analytical Services, Inc., which reports on the mutual fund industry.
3
<PAGE> 8
The following example illustrates the hypothetical expenses that you would
incur on a $1,000 investment over various periods. The example assumes (1) that
the Portfolio provides a return of 5% a year and (2) that you redeem your
investment at the end of each period.
<TABLE>
<CAPTION>
PORTFOLIO 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market $2 $6 $11 $24
Insured Intermediate-Term $2 $6 $11 $24
Insured Long-Term $2 $6 $11 $24
</TABLE>
THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF ACTUAL EXPENSES OR
PERFORMANCE FROM THE PAST OR FOR THE FUTURE, WHICH MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.
4
<PAGE> 9
FINANCIAL HIGHLIGHTS
The following financial highlights tables show, for each Portfolio, the results
for a share outstanding for each period since the Portfolio's inception. The
financial highlights for each of the last five years ended November 30, 1996
were audited by Price Waterhouse LLP, independent accountants. You should read
this information in conjunction with each Portfolio's financial statements and
accompanying notes, which appear, along with the audit report from Price
Waterhouse, in the Fund's most recent Annual Report to shareholders. The Annual
Report is incorporated by reference in the Statement of Additional Information
and in this prospectus, and contains a more complete discussion of each
Portfolio's performance. You may have the Report sent to you without charge by
writing to Vanguard or by calling our Investor Information Department.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO
---------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
---------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
---------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .033 .036 .026 .024 .029 .043
Net Realized and Unrealized
Gain (Loss) on Investments -- -- -- -- -- --
---------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .033 .036 .026 .024 .029 .043
- ------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.033) (.036) (.026) (.024) (.029) (.043)
Distributions from
Realized Capital Gains -- -- -- -- -- --
---------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.033) (.036) (.026 (.024) (.029) (.043)
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
==============================================================================================================================
TOTAL RETURN 3.32% 3.69% 2.59% 2.40% 2.97% 4.44%
==============================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $1,443 $1,202 $1,159 $1,006 $ 794 $ 759
Ratio of Expenses to
Average Net Assets 0.19% 0.20% 0.19% 0.19% 0.24% 0.24%
Ratio of Net Investment
Income to Average
Net Assets 3.27% 3.61% 2.57% 2.37% 2.92% 4.32%
Portfolio Turnover Rate N/A N/A N/A N/A N/A N/A
<CAPTION>
-----------------------------------
6/1/87*-
1990 1989 1988 11/30/87
--------------------------------------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .054 .060 .049 .020
Net Realized and Unrealized
Gain (Loss) on Investments -- -- -- --
--------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .054 .060 .049 .020
- -----------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.054) (.060) (.049) (.020)
Distributions from
Realized Capital Gains -- -- -- --
--------------------------------------------------
TOTAL DISTRIBUTIONS (.054) (.060) (.049) (.020)
- -----------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00
===============================================================================================
TOTAL RETURN 5.59% 6.19% 5.06% 2.23%
===============================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $ 723 $ 540 $ 290 $ 71
Ratio of Expenses to
Average Net Assets 0.25% 0.22% 0.26% 0.33%**
Ratio of Net Investment
Income to Average
Net Assets 5.43% 5.99% 5.02% 4.04%**
Portfolio Turnover Rate N/A N/A N/A N/A
- -----------------------------------------------------------------------------------------------
</TABLE>
* Inception date.
** Annualized.
PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
This explanation uses the Money Market Portfolio as an example. The Portfolio
began fiscal year 1996 with a net asset value (price) of $1.00 per share. During
the year, the Portfolio earned $0.033 per share from investment income
(interest and dividends). All of these earnings were returned to shareholders in
the form of dividend distributions. The earnings ($0.033 per share) less
distributions ($0.033 per share) resulted in a share price of $1.00 at the end
of the fiscal year. Assuming that the shareholder had reinvested the
distribution in the purchase of more shares, total return from the Portfolio was
3.32% for the year.
As of November 30, 1996, the Portfolio had $1.44 billion in net assets; an
expense ratio of 0.19% ($1.90 per $1,000 of net assets); and net investment
income amounting to 3.27% of its average net assets.
5
<PAGE> 10
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
INSURED INTERMEDIATE-TERM PORTFOLIO
--------------------------------------------
Year Ended November 30,
--------------------------
3/4/94*-
1996 1995 11/30/94
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.44 $ 9.64 $ 10.00
--------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .508 .511 .346
Net Realized and Unrealized Gain (Loss)
on Investments .140 .800 (.360)
--------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS .648 1.311 (.014)
- -------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net Investment Income (.508) (.511) (.346)
--------------------------------------------
Distributions from Realized Capital Gains -- -- --
TOTAL DISTRIBUTIONS (.508) (.511) (.346)
- -------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 10.58 $ 10.44 $ 9.64
=======================================================================================================
TOTAL RETURN 6.41% 13.88% -0.19%
=======================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Millions) $ 343 $ 206 $ 100
Ratio of Expenses to Average Net Assets 0.19% 0.21% 0.19%**
Ratio of Net Investment Income to Average Net Assets 4.90% 5.05% 4.97%**
Portfolio Turnover Rate 21% 11% 6%
- -------------------------------------------------------------------------------------------------------
</TABLE>
*Inception Date.
**Annualized.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
INSURED LONG-TERM PORTFOLIO
---------------------------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30,
---------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $11.27 $ 9.92 $ 11.30 $10.89 $10.43 $10.22 $10.19 $ 9.71 $ 9.26 $ 10.47
---------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .598 .602 .604 .604 .633 .644 .660 .671 .656 .668
Net Realized and Unrealized
Gain (Loss) on Investments .150 1.350 (1.228) .609 .464 .210 .030 .480 .450 (1.210)
---------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT
OPERATIONS .748 1.952 (.624) 1.213 1.097 .854 .690 1.151 1.106 (.542)
- ---------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (.598) (.602) (.604) (.604) (.633) (.644) (.660) (.671) (.656) (.668)
Distributions from
Realized Capital Gains -- -- (.152) (.199) (.004) -- -- -- -- --
---------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS (.598) (.602) (.756) (.803) (.637) (.644) (.660) (.671) (.656) (.668)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE,
END OF PERIOD $11.42 $11.27 $ 9.92 $11.30 $10.89 $10.43 $10.22 $10.19 $ 9.71 $ 9.26
=================================================================================================================================
TOTAL RETURN 6.91% 20.11% -5.88% 11.53% 10.81% 8.61% 7.06% 12.16% 12.22% -5.25%
=================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions) $1,066 $ 975 $ 834 $1,074 $ 828 $ 629 $ 385 $ 260 $ 126 $ 89
Ratio of Expenses to
Average Net Assets 0.19% 0.20% 0.19% 0.19% 0.24% 0.25% 0.26% 0.24% 0.30% 0.31%
Ratio of Net Investment
Income to Average
Net Assets 5.38% 5.59% 5.60% 5.38% 5.92% 6.24% 6.57% 6.67% 6.83% 6.86%
Portfolio Turnover Rate 23% 23% 28% 27% 54% 19% 6% 3% 4% 37%
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 11
From time to time, the Vanguard funds advertise yield and total return
figures. Yield is an historical measure of dividend income, and total return is
a measure of past dividend income (assuming that it has been reinvested) plus
realized and unrealized capital appreciation (or depreciation). Neither yield
nor total return should be used to predict the future performance of a fund.
A WORD ABOUT RISK
This prospectus describes the risks you will face as an investor in the
Portfolios of Vanguard California Tax-Free Fund. It is important to keep in mind
one of the main axioms of investing: the higher the risk of losing money, the
higher the potential reward. The reverse, also, is generally true: the lower the
risk, the lower the potential reward. As you consider an investment in one or
more of the Portfolios, you should take into account your need to protect your
investment, as well as your desire for current income.
Look for this "warning flag" symbol [FLAG] throughout the prospectus. It is
used to mark detailed information about each type of risk that you, as a
shareholder of one or more of the Portfolios, will confront.
THE PORTFOLIOS' OBJECTIVES
Each Portfolio seeks to provide varying amounts of income that is exempt from
federal and California personal income taxes. The Money Market Portfolio also
seeks to maintain, but does not guarantee, a constant net asset value of $1.00
per share. These objectives are fundamental, which means that they cannot be
changed unless a majority of Portfolio shareholders vote to do so.
[FLAG] BECAUSE OF THE SEVERAL TYPES OF RISKS DESCRIBED ON THE FOLLOWING PAGES,
YOUR INVESTMENTS IN ONE OR MORE OF THE PORTFOLIOS, AS WITH ANY
INVESTMENT IN BONDS, COULD LOSE MONEY.
WHO SHOULD INVEST
Any of the Portfolios of Vanguard California Tax-Free Fund may be suitable for
you if you are a California resident and...
- - You wish to add a municipal bond income fund to your existing holdings,
which could include other tax-exempt--as well as stock, money market, and
taxable bond--investments.
- - You seek income that is exempt from federal and California personal income
taxes.
PLAIN TALK ABOUT
TAXABLE VERSUS
TAX-EXEMPT INVESTMENTS
You may not always profit from a state tax-exempt investment; sometimes a
taxable investment can serve you better. To determine which is more suitable for
you, figure out the state tax-exempt portfolio's taxable equivalent yield. You
do this by...
- - First figuring out your effective state bracket. Simply subtract your federal
tax bracket from 100%; then multiply that number by your state bracket. For
example, if you are in a 9.3% state tax bracket, and a 36% federal tax bracket,
your effective state bracket would be 5.95% ([100% - 36%] x 9.3%).
- - Then adding your federal tax bracket and effective state bracket together for
your combined tax bracket. In this example, your combined tax bracket would be
41.95% (36% + 5.95%).
- - Finally, dividing the portfolio's tax-exempt yield by the difference between
100% and your combined tax bracket. Continuing with this example and assuming
that you are considering a state tax-exempt portfolio with a 5% yield, your
taxable equivalent yield would be 8.61% (5% divided by [100% - 41.95%]).
In this example, you would choose the state tax-exempt portfolio if its
taxable equivalent yield of 8.61% were greater than the yield of a similar,
though taxable, investment.
Remember that we have used assumed tax brackets in this example. Please
verify your actual tax brackets--both federal and state--before calculating
taxable equivalent yields of your own.
7
<PAGE> 12
However, one Portfolio may more closely meet your personal investment
objectives than the others. For instance, the Money Market Portfolio may be
suitable for you if:
- - You do not want fluctuation in the share price of your investment.
- - You are seeking a short-term investment vehicle.
The Insured Intermediate-Term Portfolio may be suitable for you if:
- - You are seeking a higher level of tax-exempt income and are willing to accept
moderate fluctuations in share price.
The Insured Long-Term Portfolio may be suitable for you if:
- - You are seeking the highest level of tax-exempt income and are willing to
accept significant fluctuations in share price.
None of the Portfolios is an appropriate investment if you are a
market-timer. Investors who engage in excessive in-and-out trading activity
generate additional costs that are borne by all of the shareholders in a
Portfolio. To minimize such costs, which reduce the ultimate returns achieved by
you and other shareholders, the Fund has adopted the following policies:
- - Each Portfolio reserves the right to reject any purchase request--including
exchanges from other Vanguard funds--that it regards as disruptive to the
efficient management of the Portfolio. This could be because of the timing of
the investment or because of a history of excessive trading by the investor.
- - There is a limit on the number of times you can exchange into or out of a
Portfolio (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- - The Fund reserves the right to stop offering shares at any time.
INVESTMENT STRATEGIES
This section explains how the Portfolios' investment adviser seeks to provide
income that is exempt from federal and California personal income taxes. It also
explains important risks--income risk, interest rate risk, call risk,
objective risk, credit risk, and manager risk--faced by Portfolios'
shareholders. Unlike the Portfolios' investment objectives, the adviser's
investment strategies are not fundamental and can be changed by the Fund's board
of trustees without shareholder approval. However, before making any important
change in its strategies, the Fund will give shareholders 30 days notice, in
writing.
MARKET EXPOSURE
Each of the Portfolios invests primarily in California State and local
municipal bonds that, depending on their maturity and quality, provide varying
amounts of tax-exempt income.
[FLAG] EACH PORTFOLIO IS SUBJECT TO INCOME RISK, WHICH IS THE POSSIBILITY THAT
A PORTFOLIO'S DIVIDENDS (INCOME) WILL FALL DUE TO FALLING INTEREST
RATES. INCOME RISK IS GENERALLY THE GREATEST FOR SHORT-TERM BONDS (LIKE
THOSE HELD IN THE MONEY MARKET PORTFOLIO) AND THE LEAST FOR LONG-TERM
BONDS (LIKE THOSE HELD IN THE INSURED LONG-TERM PORTFOLIO).
8
<PAGE> 13
PLAIN TALK ABOUT
MUNICIPAL BONDS
Municipal bonds are securities issued by state and local governments and
regional government authorities as a way of raising money for public
construction projects (for example, highways, airports, housing); for operating
expenses; or for loans to public institutions and facilities. Generally,
investors can choose from thousands of municipal bond offerings.
PLAIN TALK ABOUT
BONDS AND INTEREST RATES
When interest rates rise, bond prices fall. The opposite is also true: bond
prices go up when interest rates fall. Why do bond prices and interest rates
move in opposite directions? Let's assume that you hold a bond offering a 5%
yield. A year later, interest rates are on the rise and bonds are offered with
a 6% yield. With higher-yielding bonds available, you would have trouble
selling your 5% bond for the price you paid--causing you to lower your asking
price. On the other hand, if interest rates were falling and 4% bonds were
being offered, you would be able to sell your 5% bond for more than you paid.
Changes in interest rates will affect bond prices as well as bond income.
[FLAG] THE INSURED INTERMEDIATE-TERM AND INSURED LONG-TERM PORTFOLIOS (THE
MONEY MARKET PORTFOLIO IS THE EXCEPTION) ARE SUBJECT TO INTEREST RATE
RISK, WHICH IS THE POSSIBILITY THAT BOND PRICES OVERALL WILL DECLINE
OVER SHORT OR EVEN EXTENDED PERIODS DUE TO RISING INTEREST RATES.
INTEREST RATE RISK SHOULD BE MODEST FOR SHORTER-TERM BONDS, MODERATE
FOR INTERMEDIATE-TERM BONDS, AND HIGH FOR LONGER-TERM BONDS.
In the past, bond investors have seen the value of their investment rise and
fall--sometimes significantly--with changes in interest rates. Between
December 1976 and September 1981, for instance, rising interest rates caused
long-term bond prices to fall by almost 48%.
Changes in interest rates will have a significant impact on the value of the
Insured Intermediate-Term and Insured Long-Term Portfolios' assets. To
illustrate how much of an impact, the following table shows the effect of a 1%
change and a 2% change (both up and down) in interest rates on two bonds with a
face value of $1,000; each has a different maturity, similar to bonds held by
either the Insured Intermediate-Term or Insured Long-Term Portfolio on November
30, 1996.
<TABLE>
- --------------------------------------------------------------------------------
HOW INTEREST RATE CHANGES AFFECT INVESTMENT
VALUE OF A $1,000 INVESTMENT
- --------------------------------------------------------------------------------
1% 1% 2% 2%
TYPE OF BOND YIELD/MATURITY INCREASE DECREASE INCREASE DECREASE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Intermediate-
Term Bond 4.58%
7.2 years $932 $1,054 $878 $1,122
Long-Term
Bond 5.01%
13.2 years $900 $1,092 $820 $1,207
- --------------------------------------------------------------------------------
</TABLE>
These figures are for illustration only and should not be regarded as an
indication of future returns from the municipal bond market as a whole, or of
any Portfolio in particular.
Falling interest rates can cause other problems for bond portfolio
shareholders.
[FLAG] THE INSURED INTERMEDIATE-TERM AND INSURED LONG-TERM PORTFOLIOS (THE
MONEY MARKET PORTFOLIO IS THE EXCEPTION) ARE SUBJECT TO CALL RISK,
WHICH IS THE POSSIBILITY THAT DURING PERIODS OF FALLING INTEREST RATES,
A BOND ISSUER WILL "CALL"--OR REPAY--ITS HIGH-YIELDING BOND BEFORE
THE BOND'S MATURITY DATE. FORCED TO INVEST THE UNANTICIPATED PROCEEDS
AT LOWER INTEREST RATES, THE PORTFOLIO WOULD EXPERIENCE A DECLINE IN
INCOME--AND THE POTENTIAL FOR TAXABLE CAPITAL GAINS.
Longer-term bonds like those held by the Insured Long-Term Portfolio
generally have "call protection"--that is, assurance that a bond will not be
called for a specific period, such as ten years.
PLAIN TALK ABOUT
BOND MATURITIES
A bond is issued with a specific maturity date--the date when the bond's issuer
must pay back the bond's initial value (known as its "face value"). Bond
maturities generally range from less than one year (short term) to 30 years
(long term). The longer a bond's maturity, the more risk you, as a bond
investor, face as interest rates rise--but also the more interest you could
receive. Long-term bonds are more suitable for investors willing to take greater
risks in hope of higher yields; short-term bond investors should be willing to
accept lower yields in return for less fluctuation in the value of their
investment.
PLAIN TALK ABOUT
CALLABLE BONDS
Although bonds are issued with clearly defined maturities, a bond issuer may be
able to redeem, or call, a bond earlier than its maturity date. The bond holder
must now replace the called bond with a bond that may have a lower yield than
the original. One way for bond investors to protect themselves against call risk
is to purchase a bond early in its lifetime, when it is less likely to be
called. Another way is to buy bonds with call protection--that is, assurance
that a bond will not be called for a specific time period, such as ten years.
9
<PAGE> 14
PLAIN TALK ABOUT
CREDIT QUALITY
A bond's credit quality depends on the issuer's ability to pay interest on the
bond and, ultimately, to repay the debt. The lower the rating by one of the
independent bond-rating agencies (for example, Moody's or Standard & Poor's),
the greater the chance (in the rating agency's opinion) the bond issuer will
default, or fail to meet its payment obligations. Most bond-rating agencies use
a descending alphabet scale to rate bonds (for example, Aaa is the highest
rating, C among the poorest quality). All things being equal, the lower a bond's
credit rating, the higher the yield the bond seeks to pay (as compensation for
the risks an investor must take).
SECURITY SELECTION
Vanguard Fixed Income Group, adviser to the Portfolios, selects bonds issued by
California state and local governments. The municipal bonds held by each
Portfolio, though, differ in terms of maturity and quality.
[FLAG] THE PORTFOLIOS ARE SUBJECT TO OBJECTIVE RISK, WHICH IS THE POSSIBILITY
THAT RETURNS FROM A PARTICULAR BOND MARKET SEGMENT (FOR EXAMPLE,
LONG-TERM BONDS OR BONDS ISSUED IN CALIFORNIA) WILL TRAIL RETURNS FROM
THE OVERALL BOND MARKET.
The MONEY MARKET PORTFOLIO invests at least 80% of its assets in a variety of
high-quality, short-term California municipal securities. The Portfolio seeks to
provide a stable net asset value of $1.00 per share by investing in securities
with an effective maturity of 13 months or less and by maintaining an average
weighted maturity of 90 days or less. An investment in a money market fund is
neither insured nor guaranteed by the U.S. government, and there can be no
assurance that the Portfolio will be able to maintain a stable net asset value
of $1.00 per share.
Under unusual circumstances, such as a national financial emergency, up to
20% of the Money Market Portfolio's assets may be invested in securities other
than California municipal obligations.
The INSURED INTERMEDIATE-TERM AND THE INSURED LONG-TERM PORTFOLIOS buy
longer-term municipal bonds issued by the state of California, its local
governments and public financing authorities (and, possibly, by certain U.S.
territories). The Portfolios may also buy industrial revenue bonds and bonds
issued by hospitals and universities.
Normally, a fund that concentrates its assets in one state would be exposed
to considerable credit risk. (Details of the risks of investing in one state can
be found in The Statement of Additional Information.) To provide a level of
credit protection, the Insured Intermediate-Term Portfolio invests at least 65%,
and the Insured Long-Term Portfolio at least 80%, of assets in municipal bonds
whose principal and interest payments are guaranteed by top-rated insurance
companies at the time of purchase. This insurance coverage may take one of
several forms:
- - A new issue insurance policy, which is purchased by a bond issuer at the time
the security is issued. This insurance is likely to increase the credit
rating of the security, as well as its purchase price and resale value.
- - A mutual fund insurance policy, which is used to guarantee specific bonds
only while held by a mutual fund. For the Insured Intermediate-Term and
Insured Long-Term Portfolios (which have each obtained a policy from
Financial Guaranty Insurance Company), the annual premiums for the policies
may reduce each Portfolio's current yield.
- - A secondary market insurance policy, which is purchased by an investor (such
as the Insured Intermediate-Term or Insured Long-Term Portfolio) after a bond
has been issued and insures the bond until its maturity date.
Typically, an insured municipal bond in the Insured Intermediate-Term or
Insured Long-Term Portfolios will be covered by only one of the three policies.
For instance, if a bond is covered by a new issue insurance policy or a
secondary market insurance policy, the security will probably not be insured
under the Portfolio's mutual fund insurance policy.
10
<PAGE> 15
The remaining 35% of the Insured Intermediate-Term Portfolio's assets and the
remaining 20% of the Insured Long-Term Portfolio's assets may be invested in any
combination of the following:
- - Uninsured, intermediate-term or long-term California municipal securities
rated at least Aa by Moody's or AA by Standard & Poor's.
- - Uninsured, high-quality short-term municipal securities issued in California
or in other states.
- - Certain high-quality taxable securities, including U.S. government
securities.
These investments may subject a portion of a Portfolio's income to federal
income taxes and/or California personal income taxes.
In addition, both Portfolios may invest up to 20% of their assets in
municipal bonds that are exempt from federal income taxes, but subject to the
federal Alternative Minimum Tax (AMT).
The Insured Intermediate-Term Portfolio is expected to maintain a
dollar-weighted average maturity between 7 and 12 years, while the Insured
Long-Term Portfolio is expected to maintain a dollar-weighted average maturity
between 15 and 25 years.
As tax-advantaged investments, the Portfolios are particularly vulnerable to
federal and California state tax law changes (for instance, if the Internal
Revenue Service ruled that the income from certain types of state-issued bonds
could no longer be considered tax-exempt).
[FLAG] THE PORTFOLIOS ARE SUBJECT TO CREDIT RISK, WHICH IS THE POSSIBILITY
THAT A BOND ISSUER WILL FAIL TO REPAY INTEREST AND PRINCIPAL IN A
TIMELY MANNER.
The Money Market Portfolio invests primarily in high-quality, short-term
California securities, and the Insured Intermediate-Term and Insured Long-Term
Portfolios invest primarily in bonds insured by top-rated insurance companies
against the possible default of an issuer. Therefore, credit risk should be low
for the Money Market Portfolio, and very low for the Insured Intermediate-Term
and Insured Long-Term Portfolios. The average qualities of the Money Market,
Insured Intermediate-Term and Insured Long-Term Portfolios, as rated by Moody's
on November 30, 1996, were MIG-1, Aaa and Aaa, respectively.
[FLAG] THE PORTFOLIOS ARE SUBJECT TO MANAGER RISK, WHICH IS THE POSSIBILITY
THAT VANGUARD FIXED INCOME GROUP WILL DO A POOR JOB OF SELECTING
SECURITIES.
To help you distinguish between the Portfolios and their various risks, a
summary table follows.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
RISKS OF THE PORTFOLIOS
- --------------------------------------------------------------------------------
INCOME INTEREST CALL CREDIT
PORTFOLIO RISK RATE RISK RISK RISK
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market High Low Negligible Low
Insured
Intermediate-Term Moderate Moderate Low Very Low
Insured Long-Term Low High High Very Low
- --------------------------------------------------------------------------------
</TABLE>
PLAIN TALK ABOUT
ALTERNATIVE MINIMUM TAX
Certain tax-exempt bonds whose proceeds are used to fund private, for-profit
organizations are subject to the Alternative Minimum Tax (AMT) -- a special tax
system that ensures that individuals pay at least some federal taxes. Although
AMT bond income is exempt from federal income tax, a very limited number of
taxpayers who have many tax deductions may have to pay Alternative Minimum Tax
on the income from bonds considered "tax-preference items."
11
<PAGE> 16
PLAIN TALK ABOUT
PORTFOLIO TURNOVER
Before investing in a mutual fund, you should review its portfolio turnover rate
for an indication of the potential effect of transaction costs on the fund's
future returns. In general, the greater the volume of buying and selling by the
fund, the greater the impact that brokerage commissions and other transaction
costs will have on its return. Also, funds with high portfolio turnover rates
may be more likely than low-turnover funds to generate capital gains that must
be distributed to shareholders as taxable income. The average turnover rate for
actively managed tax-exempt bond funds (excluding money market funds) is 48%.
PLAIN TALK ABOUT
DERIVATIVES
A derivative is a financial contract whose value is based on (or "derived from")
a traditional security (such as a stock or a bond), an asset (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives that have been trading on regulated exchanges for more
than two decades. These "traditional" derivatives are standardized contracts
that can easily be bought and sold, and whose market values are determined and
published daily. It is these characteristics that differentiate futures and
options from the relatively new, exotic types of derivatives -- some of which
can carry considerable risks.
PORTFOLIO TURNOVER
Although the Insured Intermediate-Term and Insured Long-Term Portfolios
generally seek to invest for the long term, they retain the right to sell
securities regardless of how long they have been held. The Insured
Intermediate-Term Portfolio's average turnover rate since inception has been
about 13%. The Insured Long-Term Portfolio's average turnover rate for the past
ten years has been about 22%. (A portfolio turnover rate of 100% would occur,
for example, if the Portfolio sold and replaced securities valued at 100% of
its total net assets within a one-year period.) The Money Market Portfolio will
have a much higher turnover rate because of the short-term nature of money
market instruments. This high turnover rate should not increase Portfolio costs,
however, since brokerage commissions are not usually charged for the purchase
or sale of money market instruments.
INVESTMENT POLICIES
Besides investing in high-quality municipal bonds, each Portfolio may follow a
number of other investment policies to achieve its objectives.
[FLAG] EACH OF THE FUND'S PORTFOLIOS MAY INVEST, TO A LIMITED EXTENT,
IN DERIVATIVES.
The Money Market Portfolio may invest in partnership and grantor trust
derivatives. Ownership of derivative securities allows the purchaser to receive
principal and interest payments on underlying municipal bonds or municipal
notes. There are many types of derivatives, including derivatives in which the
tax-exempt interest rate is determined by an index, a swap agreement, or some
other formula.
The Money Market Portfolio intends to use derivatives to increase the
diversification of as well as maintain the quality of, securities held by the
Portfolio. Derivative securities are subject to certain structural risks that,
in unexpected circumstances, could cause the Portfolio's shareholders to lose
money or receive taxable income. However, the Portfolio will invest in
derivatives only when these securities are judged consistent with the
Portfolio's objective of maintaining a stable $1.00 share price and
producing tax-exempt income.
The Insured Intermediate-Term and Insured Long-Term Portfolios may invest in
bond (interest rate) futures and options contracts and other types of
derivatives. Losses (or gains) involving futures can sometimes be substantial --
in part because a relatively small price movement in a futures contract may
result in an immediate and substantial loss (or gain) for a Portfolio. The
Portfolios will keep separate cash reserves or short-term, cash-equivalent
securities in the amount of the obligation underlying the futures contract. Only
a limited percentage of the Portfolio's assets -- up to 5% if required for
deposit and no more than 20% of total assets -- may be committed to such
contracts.
The reasons for which the Insured Intermediate-Term and Insured Long-Term
Portfolios may use futures and options are:
- - To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in bonds.
- - To make it easier to trade.
- - To reduce costs by buying futures instead of actual bonds when futures are
cheaper.
The Insured Intermediate-Term and Insured Long-Term Portfolios will not use
futures and options for speculative purposes or as leveraged investments that
magnify the gains or losses of an investment. The Statement of Additional
Information offers a detailed explanation of the other types of derivatives in
which the Fund may invest.
The Portfolios will usually hold only a small percentage of their assets in
cash reserves, although if the investment adviser believes that market
conditions warrant a temporary defensive measure, the Portfolios may hold cash
reserves without limit.
12
<PAGE> 17
INVESTMENT LIMITATIONS
To reduce risk, the Portfolios have adopted limits on some of their investment
policies. Specifically, each Portfolio will not:
- - Invest more than 25% of its assets in the securities of a single issuer,
except the U.S. government and cash reserves.
- - Invest more than 50% of its assets in bonds that make up more than 5% of the
Portfolio's total assets.
- - Borrow money, except for the purpose of meeting shareholder requests to
redeem shares, and not in amounts to exceed 10% of the Portfolio's net
assets.
The limitations listed in this prospectus and in the Statement of Additional
Information are fundamental and may be changed only by approval of a majority of
a Portfolio's shareholders.
INVESTMENT PERFORMANCE
The three Portfolios of Vanguard California Tax-Free Fund invest in bonds with a
variety of maturities from a variety of issuers in California, so their
performance will differ depending on the performance of specific bond market
segments. Historically, changes in interest rates have been -- and remain -- the
strongest influence on bond market performance.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
FOR PERIODS ENDED NOVEMBER 30, 1996
- --------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Money Market Portfolio 3.3% 3.0% 4.1%*
Lipper California Tax-Exempt
Money Market Average 2.9 2.6 3.7*
Insured Intermediate-
Term Portfolio 6.4% 7.2%** N/A
Lipper California Intermediate
Municipal Debt 5.0 6.0** N/A
Insured Long-Term Portfolio 6.9% 8.4% 7.6%
Lipper California Insured
Municipal Bond Average 5.3 7.4 7.0
- --------------------------------------------------------------------------------
</TABLE>
*Since Portfolio's inception date (6/1/87).
**Since Portfolio's inception date (3/4/94).
The results shown above represent the Portfolios' "average annual total
return" performance, which assumes that any distributions of capital gains and
dividends were reinvested for the indicated periods. Also included is
comparative information for each Portfolio's unmanaged benchmark index.
PLAIN TALK ABOUT
PAST PERFORMANCE
Whenever you see information on a fund's performance, do not consider the
figures to be an indication of the performance you could expect by making an
investment in the fund today. The past is an imperfect guide to the future;
history does not repeat itself in neat, predictable patterns.
13
<PAGE> 18
PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your share of a portfolio's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either income dividends or capital gains distributions. Income
dividends come from interest and dividends the portfolio earns from its money
market and bond investments. Capital gains are realized whenever the portfolio
sells securities for higher prices than it paid for them. These capital gains
are either short-term or long-term depending on whether a portfolio held the
securities for less than or more than one year.
PLAIN TALK ABOUT
"BUYING A CAPITAL GAIN"
It is not to your advantage to buy shares of a portfolio shortly before it makes
a capital gains distribution, because part of your investment will come back to
you as taxable distribution. This is known as "buying a capital gain." For
example: on December 15, you invest $5,000, buying 250 shares for $20 each. If
the portfolio pays a capital gains distribution of $1 per share on December 16,
its share price would drop to $19 (not counting market change). You would still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
= $250 in capital gains distributions), but you would owe tax on the $250
capital gain you received, even if you had reinvested it in more shares. To
avoid "buying a capital gain," check a portfolio's distribution schedule before
you invest.
SHARE PRICE
Each Portfolio's share price, called its net asset value, is calculated each
business day after the close of trading (generally 4 p.m. Eastern time) of the
New York Stock Exchange. The net asset value per share is calculated by adding
up the total assets of the Portfolio, subtracting all of its liabilities, or
debts, and then dividing by the total number of Portfolio shares outstanding:
TOTAL ASSETS - LIABILITIES
NET ASSET VALUE = ----------------------------------
NUMBER OF SHARES OUTSTANDING
The daily net asset value, or NAV, is useful to you as a shareholder because
the NAV, multiplied by the number of Portfolio shares you own, gives you the
dollar amount you would have received had you sold all of your shares back to
the Portfolio that day.
The Insured Intermediate-Term and Insured Long-Term Portfolios' share prices
can be found daily in the mutual fund listings of most major newspapers under
the heading Vanguard Group. Different newspapers use different abbreviations of
the Portfolios' names, but the most common are CaInsIT and CaInsLT. The Money
Market Portfolio is listed, along with other money market funds, separately from
other mutual funds; its abbreviation is VangCA. The Money Market Portfolio's
share price is expected -- although not guaranteed -- to remain at a constant
$1.00.
DIVIDENDS, CAPITAL GAINS, AND TAXES
The Portfolios' dividends accrue daily. On the first business day of every
month, the Portfolios distribute to shareholders virtually all of their income
from interest and dividends as dividend distributions. These dividend
distributions are expected to be free from federal income tax and California
personal and (to the extent relevant) municipal income taxes. Any capital gains
realized from the sale of securities are distributed annually in December. Your
distributions of income and capital gains are automatically invested in more
shares of the Portfolio unless you elect to receive the distributions in cash.
In either case, distributions of capital gains (but not dividends) that are
declared in December -- even if paid to you in January -- are taxed as if they
had been paid to you in December. Vanguard will process your dividend
distributions and send you a statement each year showing the tax status of all
your distributions.
- - The short-term capital gains that you receive are taxable to you as ordinary
dividend income. Any distributions of net long-term capital gains by a
Portfolio are taxable to you as long-term capital gains, no matter how long
you've owned shares in the Portfolio. Capital gains distributions are taxable
to you whether received in cash or reinvested in additional shares. Although
the Portfolios do not seek to realize any particular amount of capital gains
during a year, such gains are realized from time to time as byproducts of the
ordinary investment activities of the Portfolios.
14
<PAGE> 19
- - If you sell or exchange shares of a Portfolio, any gain or loss you have is a
taxable event, which means that you may have a capital gain to report as
income, or a capital loss to report as a deduction, when you complete your
federal income tax return.
- - Distributions of capital gains, and capital gains or losses from your sale
of Portfolio shares, may be subject to state income taxes, as well.
The tax information in this prospectus is provided as general information.
You should consult your own tax adviser about the tax consequences of an
investment in one of the Portfolios.
THE FUND AND VANGUARD
Vanguard California Tax-Free Fund is a member of The Vanguard Group, a family of
more than 30 investment companies with more than 90 distinct investment
portfolios and total net assets of more than $250 billion. All of the Vanguard
funds share in the expenses associated with business operations, such as
personnel, office space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although shareholders
do not pay sales commissions or 12b-1 marketing fees, each fund pays its
allocated share of The Vanguard Group's costs.
A list of California Tax-Free Fund's trustees and officers, and their present
positions and principal occupations during the last five years, can be found in
the Fund's Statement of Additional Information.
INVESTMENT ADVISER
Vanguard Fixed Income Group (the "Group"), P.O. Box 2600, Valley Forge, PA,
19482, provides investment advisory service to the Portfolios of the Fund on an
at-cost basis, subject to the control of the trustees and officers of the Fund.
The Group currently manages approximately $80 billion invested in some 40
Vanguard Portfolios.
The Fixed Income Group chooses brokers or dealers to handle the purchase and
sale of the Portfolios' securities, and is responsible for getting the best
available price and most favorable execution for all transactions. When the
Portfolios purchase a newly issued security at a fixed price, the Group may
designate certain members of the underwriting syndicate to receive compensation
associated with that transaction. Certain dealers have agreed to rebate a
portion of such compensation directly to the Portfolios to offset their
management expenses."
GENERAL INFORMATION
Vanguard California Tax-Free Fund is a Pennsylvania business trust. Shareholders
of the Fund have rights and privileges similar to those enjoyed by corporate
shareholders. If any matters are to be voted on by shareholders (such as a
change in a fundamental investment objective or the election of trustees), each
share outstanding at that point would be entitled to one vote. Annual meetings
will not be held by the Portfolios except as required by the Investment Company
Act of 1940. A meeting will be scheduled (for example, to vote on the removal of
a trustee) if the holders of at least 10% of a Portfolio's shares request a
meeting in writing.
PLAIN TALK ABOUT
VANGUARD'S UNIQUE
CORPORATE STRUCTURE
The Vanguard Group is the only MUTUAL mutual fund company. It is owned jointly
by the funds it oversees and by the shareholders in those funds. Other mutual
funds are operated by for-profit management companies that may be owned by one
person, by a group of individuals, or by investors who bought the management
company's publicly traded stock. Vanguard operates its funds at cost. Instead of
distributing profits to a separate management company, Vanguard returns profits
to fund shareholders in the form of lower operating expenses.
PLAIN TALK ABOUT
THE FUND'S ADVISER
The managers responsible for the Fund are:
IAN A. MACKINNON, Senior Vice President of Vanguard; 22 years fixed income
investment experience, 16 years primary responsibility for Vanguard's internal
fixed income policy and strategy; B.A. from Lafayette College, M.B.A. from
Pennsylvania State University.
REID O. SMITH, CFA, Principal of Vanguard; 12 years investment experience;
B.A. and M.B.A. from the University of Hawaii; Portfolio Manager of the Insured
Intermediate-Term Portfolio since its inception in March 1994, and the Insured
Long-Term Portfolio since 1992.
PAMELA WISEHAUPT TYNAN, Principal of Vanguard; 14 years fixed income
investment experience; B.S. from Temple University; Portfolio Manager of the
Money Market Portfolio since its inception in June 1987.
Mr. Smith and Ms. Tynan manage the Portfolios on a day-to-day basis. Mr.
MacKinnon is responsible for setting the Portfolios' broad investment policies
and for overseeing the Portfolio managers.
15
<PAGE> 20
INVESTING WITH VANGUARD
Are you looking for the most convenient way to open or add money to a Vanguard
account? Obtain instant access to fund information? Establish an account for a
minor child?
Vanguard can help. Our goal is to make it easy and pleasant for you to do
business with us.
The following sections of the prospectus briefly explain the many services we
offer you as a shareholder of one of the Portfolios of Vanguard California
Tax-Free Fund. Booklets providing detailed information are available on the
services marked with a [BOOK GRAPHIC]. Please call us to request copies.
SERVICES AND ACCOUNT FEATURES
Vanguard offers many services that make it convenient to buy, sell, or exchange
shares.
<TABLE>
<S> <C>
TELEPHONE REDEMPTIONS Automatically set up for each Portfolio
(SALES AND EXCHANGES) unless you notify us otherwise.
CHECKWRITING Method for drawing money from your
account by writing a check for $250 or
more.
VANGUARD DIRECT DEPOSIT Automatic method for depositing your
SERVICE paycheck or U.S. government payment
[BOOK GRAPHIC] (including Social Security and
government pension checks) into your
account.
VANGUARD AUTOMATIC EXCHANGE Automatic method for moving a fixed
SERVICE amount of money from one Vanguard fund
[BOOK GRAPHIC] account to another.*
VANGUARD FUND EXPRESS Electronic method for buying or selling
[BOOK GRAPHIC] shares. You can transfer money between
your Vanguard fund account and an
account at your bank, savings and loan,
or credit union on a systematic schedule
or whenever you wish.*
VANGUARD DIVIDEND EXPRESS Electronic method for transferring
[BOOK GRAPHIC] dividend and/or capital gains
distributions directly from your
Vanguard fund account to your bank,
savings and loan, or credit union
account, or to another Vanguard fund
account.
VANGUARD BROKERAGE SERVICES A cost-effective way to trade stocks,
(VBS) bonds, and options on major exchanges,
[BOOK GRAPHIC] Nasdaq, and other domestic
over-the-counter markets at reduced
rates, and to buy and sell shares of
non-Vanguard mutual funds. Call VBS
(1-800-992-8327) for additional
information and the appropriate forms.
</TABLE>
*Can be used to "dollar-cost average" [BOOK GRAPHIC].
Investor Information 1-800-662-7447
Client Services 1-800-662-2739
Tele-Account 1-800-662-6273
17
<PAGE> 21
TYPES OF ACCOUNTS
INDIVIDUAL OR OTHER ENTITY
Vanguard's account registration form can be used to establish a variety of
accounts.
<TABLE>
<S> <C>
FOR ONE OR MORE PEOPLE To open an account in the name of one
(individual) or more (joint tenants)
people. $3,000 minimum initial
investment.
FOR A MINOR CHILD To open an account as an UGMA/UTMA
[BOOK GRAPHIC] (Uniform Gifts/Transfers to Minors Act).
Age of majority and other requirements
are set by state law. $1,000 minimum
initial investment.
For Holding Trust Assets To invest assets held in an existing
[BOOK GRAPHIC] trust. $3,000 minimum initial
investment.
FOR AN ORGANIZATION To open an account as a corporation,
partnership, or other entity. These
accounts may require a corporate
resolution or other documents to name
the individuals authorized to act.
$3,000 minimum initial investment.
</TABLE>
DISTRIBUTION OPTIONS
You can receive distributions of dividends and/or capital gains in a number of
ways:
<TABLE>
<S> <C>
REINVESTMENT Dividends and capital gains are
automatically reinvested in additional
shares of the Portfolio, unless you
request a different distribution method.
DIVIDENDS IN CASH Dividends are paid by check and mailed
to your account's address of record, and
capital gains are reinvested in
additional shares of the Portfolio.
DIVIDENDS AND CAPITAL GAINS Both dividends and capital gains are
IN CASH paid by check and mailed to your
account's address of record.
</TABLE>
To electronically transfer cash dividends and/or capital gains to your bank,
savings and loan, or credit union account, or to another Vanguard fund account,
see Vanguard Dividend Express under "Services and Account Features."
Investor Information 1-800-662-7447
Client Services 1-800-662-2739
Tele-Account 1-800-662-6273
18
<PAGE> 22
BUYING SHARES
If we receive your check (or electronic transfer) before 4 p.m. Eastern time on
a regular business day, your investment in either the Insured Intermediate-Term
Portfolio or the Insured Long-Term Portfolio will be converted to federal funds
and credited to your account at that day's closing price, the next-determined
net asset value. You will begin earning dividends on your investment the
following calendar day. (Federal funds are Federal Reserve deposits that banks
and other financial institutions "borrow" from one another to meet short-term
cash needs; portfolio advisers must use federal funds to pay for the securities
they buy.)
Your investment in the Money Market Portfolio will also be converted to
federal funds and credited to your account; however, the conversion to federal
funds for Money Market Portfolio investments takes one business day. Because of
this conversion period, your Money Market Portfolio account will be credited on
the business day following the day we receive your check. You will begin earning
dividends on your investment on the next calendar day. For example, if we
receive your check before 4 p.m. on a Thursday, your account will be credited
the next business day (Friday) and you will begin earning dividends on Saturday.
Each of the Fund's Portfolios is offered on a no-load basis, meaning that you
do not pay sales commissions or 12b-1 marketing fees.
<TABLE>
<S> <C> <C>
OPEN A NEW ACCOUNT ADD TO AN EXISTING ACCOUNT
MINIMUM INVESTMENT $3,000 (regular account); $1,000 $100 by mail or exchange; $1,000
(custodial accounts for minors). by wire.
BY MAIL Complete and sign the application form. Mail your check with an Invest-
[ENVELOPE GRAPHIC] By-Mail form detached from
Make your check payable to: your confirmation statement to
FIRST-CLASS mail to: The Vanguard Group-(appropriate the address listed on the form.
The Vanguard Group Portfolio number; see below)
P.O. Box 2600 Money Market 62 Make your check payable to:
Valley Forge, PA 19482 Insured Intermediate-Term 100 The Vanguard Group-(appropriate
Insured Long-Term 75 Portfolio number; see below)
EXPRESS or REGISTERED mail to: Money Market 62
The Vanguard Group All purchases must be made in Insured Intermediate-Term 100
455 Devon Park Drive U.S. dollars, and checks must be Insured Long-Term 75
Wayne, PA 19087 drawn on U.S. banks.
All purchases must be made in
U.S. dollars, and checks must
be drawn on U.S. banks.
</TABLE>
IMPORTANT NOTE: To prevent check fraud, Vanguard will not accept checks made
payable to third parties.
19
<PAGE> 23
BUYING SHARES (continued)
<TABLE>
<S> <C> <C>
OPEN A NEW ACCOUNT ADD TO AN EXISTING ACCOUNT
BY TELEPHONE Call Vanguard Tele-Account* Call Vanguard Tele-Account*
[PHONE GRAPHIC] 24 hours a day--or Client Services 24 hours a day--or Client Services
during business hours--to exchange during business hours--to exchange
1-800-662-6273 from another Vanguard fund account from another Vanguard fund account
Vanguard Tele-Account(R) with the same registration (name, with the same registration (name,
1-800-662-2739 address, taxpayer I.D., and account address, taxpayer I.D., and account
Client Services type). type).
Use Vanguard Fund Express (see
"Services and Account Features")
to transfer assets from your bank
account. Call Client Services before
your first use to verify that this
option is in place.
*You must obtain a Personal Identification Number through Tele-Account at least
seven days before you request your first exchange.
</TABLE>
FOR THE MONEY MARKET PORTFOLIO ONLY: If you buy Portfolio shares through an
exchange from another Vanguard Fund by 4 p.m. Eastern time, your investment does
not have to be converted to federal funds; you begin earning dividends the next
calendar day.
IMPORTANT NOTE: Once a telephone transaction has been approved by you and a
confirmation number assigned, it cannot be revoked. We reserve the right to
refuse any purchase.
<TABLE>
<S> <C> <C>
BY WIRE Call Client Services to arrange your Call Client Services to arrange your
[WIRE GRAPHIC] wire transaction. wire transaction.
Wire to:
CoreStates Bank, N.A.
ABA 031000011
CoreStates No 0141-1274
[Temporary Account Number]
Vanguard California Tax-Free Fund
[Portfolio Name]
[Account Registration]
Attention: Vanguard
</TABLE>
FOR THE MONEY MARKET PORTFOLIO ONLY: If you buy Portfolio shares through a
federal funds wire, your investment begins earning dividends the next calendar
day. You can begin earning dividends immediately if you notify Vanguard by 10:45
a.m. Eastern time that you intend to make a wire purchase that day.
<TABLE>
<S> <C>
AUTOMATICALLY Vanguard offers a variety of ways
[GRAPHIC OF ARROWS that you can add to your account
IN A CIRCLE] automatically. See "Services and
Account Features."
</TABLE>
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund Express at any time. However, while your redemption request will be
processed at the next determined net asset value after it is received, your
redemption proceeds will not be available until payment for your purchase is
collected, which may take up to ten days.
NOTE: If you buy Portfolio Shares through a registered broker-dealer or
investment adviser, the broker-dealer or adviser may charge you a service fee.
20
<PAGE> 24
BUYING SHARES (continued)
It is important that you call Vanguard before you invest a large dollar
amount by wire or check. We must consider the interests of all Portfolio
shareholders and so reserve the right to delay or refuse any purchase that will
disrupt the Portfolio's operation or performance.
REDEEMING SHARES
IMPORTANT TAX NOTE: Any sale or exchange of Portfolio shares could result in a
taxable gain or a loss. However, because the Money Market Portfolio seeks to
maintain a stable net asset value of $1.00 per share, you will not incur a
taxable gain or loss when you sell or exchange shares of this Portfolio.
The ability to redeem (that is, sell or exchange) Portfolio shares by telephone
is automatically established for your account unless you tell us in writing that
you do not want this option.
To protect your account from unauthorized or fraudulent telephone
instructions, Vanguard follows specific security procedures. When we receive a
call requesting an account transaction, we require the caller to provide:
[CHECKMARK] Portfolio name.
[CHECKMARK] 10-digit account number.
[CHECKMARK] Name and address exactly as registered on that account.
[CHECKMARK] Social Security or Employer Identification number as registered
on that account.
If you call to sell shares, the sale proceeds will be made payable to you,
as the registered shareholder, and mailed to your account's address of record.
If we follow reasonable security procedures, neither the Fund nor Vanguard
will be responsible for the authenticity of transaction instructions received by
telephone. We believe that these procedures are reasonable and that, if we
follow them, you bear the risk of any losses resulting from unauthorized or
fraudulent telephone transactions on your account.
HOW TO SELL SHARES
You may withdraw any part of your account, at any time, by selling shares.
One way to sell shares is the checkwriting option (established when you set
up your account or by calling Client Services). Your personalized Vanguard
checks work in much the same way as bank checks, except that Vanguard checks are
considered drafts and cannot be cashed immediately like a bank check. You cannot
write a Vanguard check to redeem shares that you purchased by check within the
previous ten days.
When you sell shares by telephone or mail, sale proceeds are normally mailed
within two business days after Vanguard receives your request. The sale price of
your shares will be the Portfolio's next-determined net asset value after
Vanguard receives your request in good order. Good order means that the request
includes:
[CHECKMARK] Portfolio name and account number.
[CHECKMARK] Amount of the transaction (in dollars or shares).
[CHECKMARK] Signatures of all owners exactly as registered on the account.
[CHECKMARK] Signature guarantees (if required).
[CHECKMARK] Any supporting legal documentation that may be required.
[CHECKMARK] Any certificates you are holding for the account.
Sales or exchange requests received after the close of trading on the New
York Stock Exchange (generally 4 p.m. Eastern time) are processed the next
business day.
The Portfolios reserve the right to close any account whose balance falls
below the minimum initial investment. The Portfolios will deduct a $10 annual
fee if your account balance falls
21
<PAGE> 25
REDEEMING SHARES (continued)
below $2,500 or if your UGMA/UTMA account balance falls below $500. The fee is
waived if your total Vanguard account assets are $50,000 or more.
Some written requests require a signature guarantee from a bank, broker, or
other acceptable financial institution. A notary public cannot provide a
signature guarantee.
HOW TO EXCHANGE SHARES
An exchange is the selling of shares of one Vanguard fund to purchase shares of
another.
Although we make every effort to maintain the exchange privilege, Vanguard
reserves the right to revise or terminate the exchange privilege, limit the
amount of an exchange, or reject any exchange, at any time, without notice.
Because excessive exchanges can potentially disrupt the management of the
Portfolios and increase transaction costs, Vanguard limits exchange activity to
TWO SUBSTANTIVE EXCHANGE REDEMPTIONS (at least 30 days apart) from each
Portfolio (except the Money Market Portfolio) during any 12-month period.
"Substantive" means either a dollar amount large enough to have a negative
impact on a Portfolio or a series of movements between Vanguard funds.
Before you exchange into a new Vanguard fund, be sure to read its
prospectus. For a copy and for answers to questions you might have, call
Investor Information.
<TABLE>
<CAPTION>
SELLING OR EXCHANGING SHARES INSTRUCTIONS
<S> <C>
BY TELEPHONE Call Vanguard Tele-Account* 24 hours a
[PHONE GRAPHIC] day--or Client Services during business
hours--to sell or exchange shares. You
1-800-662-6273 can exchange shares from any of these
Vanguard Tele-Account Portfolios to open an account in another
Vanguard fund or to add to an existing
1-800-662-2739 Vanguard fund account with an identical
Client Services registration.
*You must obtain a Personal
Identification Number through
Tele-Account at least seven days before
you request your first redemption.
BY MAIL Send a letter of instruction signed by
[ENVELOPE GRAPHIC] all registered account holders. Include
the Portfolio name and account number
FIRST-CLASS mail to: and (if you are selling) a dollar amount
The Vanguard Group or number of shares OR (if you are
Vanguard California Tax-Free Fund exchanging) the name of the fund you
P.O. Box 1120 want to exchange into and a dollar
Valley Forge, PA 19482 amount or number of shares.
EXPRESS or REGISTERED mail to:
The Vanguard Group
Vanguard California Tax-Free Fund
455 Devon Park Drive
Wayne, PA 19087
BY CHECK You can sell shares by writing a check
[CHECK GRAPHIC] for $250 or more.
AUTOMATICALLY Vanguard offers several ways to sell or
[GRAPHIC OF ARROWS exchange shares automatically (see
IN A CIRCLE] "Services and Account Features"). Call
Investor Information for the appropriate
booklet and application if you did not
elect a feature when you opened your
account.
</TABLE>
Investor Information 1-800-662-7447
Client Services 1-800-662-2739
Tele-Account 1-800-662-6273
22
<PAGE> 26
REDEEMING SHARES (continued)
It is important that you call Vanguard before you redeem a large dollar
amount. We must consider the interests of all Portfolio shareholders and so
reserve the right to delay your redemption proceeds--up to seven days--if the
amount will disrupt a Portfolio's operation or performance.
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard reserves the right to revise or terminate the telephone redemption
privilege at any time, without notice. In addition, Vanguard can stop selling
shares or postpone payment at times when the New York Stock Exchange is closed
or under any emergency circumstances as determined by the United States
Securities and Exchange Commission. If you experience difficulty making a
telephone redemption during periods of drastic economic or market change, you
can send us your request by regular or express mail. Follow the instructions on
selling or exchanging shares by mail in the "Redeeming Shares" section.
FUND AND ACCOUNT UPDATES
STATEMENTS AND REPORTS
We will send you clear, concise account and tax statements to help you keep
track of your Portfolio account throughout the year as well as when you are
preparing your income tax returns.
In addition, you will receive financial reports about each Portfolio twice a
year. These comprehensive reports include an assessment of each Portfolio's
performance (and a comparison to its industry benchmark), an overview of the
markets, a report from the adviser, as well as a listing of its holdings and
other financial statements.
<TABLE>
<S> <C>
CONFIRMATION STATEMENT Sent each time you buy, sell, or
exchange shares; confirms the date and
the amount of your transaction.
PORTFOLIO SUMMARY Mailed quarterly; shows the market value
of your account at the close of the
statement period, as well as
distributions, purchases, sales, and
exchanges for the current calendar year.
FUND FINANCIAL REPORTS Mailed in January and July for all three
Portfolios.
TAX STATEMENTS Generally mailed in January; report
previous year's taxable distributions
and proceeds from the sale of Portfolio
shares.
AVERAGE COST STATEMENT Issued quarterly (accompanies your
[BOOK GRAPHIC] Portfolio Summary); shows the average
cost of shares that you redeemed during
the calendar year, using the average
cost single category method.
AUTOMATED TELEPHONE ACCESS
VANGUARD TELE-ACCOUNT Toll-free access to Vanguard fund and
account information--as well as some
1-800-662-6273 transactions--through any TouchTone(TM)
Any time, seven days a week, telephone. Tele-Account provides total
from anywhere in the continental return, share price, price change, and
United States and Canada. yield quotations for all Vanguard funds;
[BOOK GRAPHIC] gives your account balances and history
(e.g., last transaction, latest dividend
distribution, redemptions by check
during the last three months); and
allows you to sell or exchange fund
shares.
</TABLE>
23
<PAGE> 27
FUND AND ACCOUNT UPDATES (continued)
<TABLE>
<S> <C>
COMPUTER ACCESS
VANGUARD ON THE Use your personal computer to visit
WORLD WIDE WEB Vanguard's education-oriented website,
http://www.vanguard.com which provides timely news and infor-
mation about Vanguard funds and
services; an on-line "university" that
offers a variety of mutual fund classes;
and easy-to-use, interactive tools to
help you create your own investment and
retirement strategies.
VANGUARD ONLINE(SM) Use your personal computer to learn more
KEYWORD: Vanguard about Vanguard funds and services; keep
in touch with your Vanguard accounts;
map out a long-term investment strategy;
and ask questions, make suggestions, and
send messages to Vanguard. Vanguard
Online is offered through America
Online(R) (AOL). To establish an AOL
account, call 1-800-238-6336.
</TABLE>
24
<PAGE> 28
GLOSSARY OF INVESTMENT TERMS
ALTERNATIVE MINIMUM TAX (AMT)
A separate tax system designed to assure that individuals pay at least a minimum
amount of federal income taxes. Certain securities used to fund private,
for-profit activities are subject to AMT.
BOND
A debt security (IOU) issued by a corporation, government, or government agency
in exchange for the money you lend it. In most instances, the issuer agrees to
pay back the loan by a specific date and make regular interest payments until
that date.
CAPITAL GAINS DISTRIBUTION
Payment to mutual fund shareholders of gains realized during the year on
securities that the fund has sold at a profit, minus any realized losses.
CASH RESERVES
Cash deposits as well as short-term bank deposits, money market instruments,
bank CDs, repurchase agreements, and U.S. Treasury bills.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
marketing fees.
FACE VALUE
The value of a bond at the time it was issued (that is, initially sold).
FIXED INCOME SECURITIES
Investments, such as bonds, that have a fixed payment schedule. While the level
of income offered by these securities is predetermined, their prices may
fluctuate.
INSURED BONDS
Bonds whose payments of both principal and interest are guaranteed. The
insurance does not guarantee the value of the bonds, only that bond payments
will be made in a timely fashion.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a portfolio's
investments.
MATURITY
The date when a bond issuer agrees to return the bond's principal, or face
value, to the bond's buyer.
MUNICIPAL BOND
A bond issued by a state or local government. Dividend income from municipal
bonds is generally free from federal income taxes, as well as taxes in the state
in which it was issued.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PRINCIPAL
The amount of your own money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Current income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE> 29
[THE VANGUARD GROUP LOGO]
<TABLE>
<S> <C> <C>
Investor Information Vanguard Brokerage Electronic Access to the
Department Services Vanguard Mutual Fund
1-800-662-7447 (SHIP) 1-800-992-8327 Education and Information
Text Telephone: For information on trading Center
1-800-952-3335 stocks, bonds, and options World Wide Web
For information on our funds, at reduced commissions http://www.vanguard.com
fund services, and retirement
accounts; requests for Vanguard Tele-Account(R) E-mail
literature 1-800-662-6273 (ON-BOARD) [email protected]
For 24-hour automated access
Client Services Department to price and yield, information
1-800-662-2739 (CREW) on your account, certain
Text Telephone: transactions
1-800-662-2738
For information on your
account, account transactions,
account statements
</TABLE>
<PAGE> 30
PART B
VANGUARD CALIFORNIA TAX-FREE FUND
STATEMENT OF ADDITIONAL INFORMATION
MARCH 28, 1997
This Statement is not a prospectus but should be read in conjunction with
the Fund's current Prospectus dated March 28, 1997. To obtain this Prospectus,
please call:
VANGUARD'S INVESTOR INFORMATION DEPARTMENT
1-800-662-7447
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Investment Limitations.................................................................... B-1
Investment Policies....................................................................... B-3
California Risk Factors................................................................... B-6
Yield and Total Return.................................................................... B-7
Calculation of Yield...................................................................... B-7
Comparative Indexes....................................................................... B-8
Investment Management..................................................................... B-10
Portfolio Transactions.................................................................... B-10
Purchase of Shares........................................................................ B-11
Redemption of Shares...................................................................... B-11
Valuation of Shares....................................................................... B-12
Management of the Fund.................................................................... B-13
Description of Shares and Voting Rights................................................... B-16
Financial Statements...................................................................... B-16
Appendix A -- Description of Municipal Bonds and their Ratings............................ B-17
</TABLE>
INVESTMENT LIMITATIONS
The following limitations cannot be changed without the consent of the
holders of a majority of the applicable Portfolio's outstanding shares (as
defined in the Investment Company Act of 1940 (the "1940 Act")).
1. Each Portfolio will not invest in securities other than municipal
bonds except that each Portfolio may make temporary investments in (a)
notes issued by or on behalf of municipal or corporate issuers, obligations
of the U.S. Government and its agencies, commercial paper, and bank
certificates of deposit; (b) investment companies investing in such
securities which have investment objectives consistent with those of the
Portfolio to the extent permitted by the 1940 Act; and (c) any such
securities or municipal bonds subject to repurchase agreements;
2. Each Portfolio will limit the aggregate value of all holdings
(except U.S. Government and cash items, as defined under Subchapter M of
the Internal Revenue Code (the "Code")), each of which exceeds 5% of the
Portfolio's total assets, to an aggregate amount of 50% of such assets;
3. Each Portfolio will limit the aggregate value of holdings of a
single issuer (except U.S. government and cash items, as defined in the
Code) to a maximum of 25% of the Portfolio's total assets;
4. Each Portfolio will not borrow money except for temporary or
emergency purposes and then only in an amount not exceeding 10% of the
value of the total assets of that Portfolio. The Portfolio will repay all
borrowing before making additional investments. Interest paid on such
borrowings will reduce income;
B-1
<PAGE> 31
5. Each Portfolio will not pledge, mortgage or hypothecate its assets
to any extent greater than 10% of the value of the total assets of the
Portfolio;
6. Each Portfolio will not issue senior securities as defined in the
1940 Act;
7. Each Portfolio will not engage in the business of underwriting
securities issued by other persons, except to the extent that the Portfolio
may technically be deemed an underwriter under the Securities Act of 1933,
as amended, in disposing of portfolio securities;
8. Each Portfolio will not purchase or otherwise acquire any
security, if as a result, more than 15% (10% with respect to the Money
Market Portfolio) of its net assets would be invested in securities that
are illiquid (included in this limitation is the Fund's investment in The
Vanguard Group, Inc.);
9. Each Portfolio will not purchase or sell real estate, but this
shall not prevent investments in Municipal Bonds secured by real estate or
interests therein;
10. Each Portfolio will not make loans to other persons, except by the
purchase of bonds, debentures or similar obligations which are publicly
distributed. In addition, although the Portfolios have no present intention
to do so, each Portfolio reserves the right to lend its investment
securities to qualified institutions in accordance with guidelines of the
Securities and Exchange Commission;
11. Each Portfolio will not purchase on margin or sell short, except
as specified below in Investment Limitation No. 13;
12. Each Portfolio will not purchase or retain securities of an issuer
if those Trustees of the Fund, each of whom owns more than 1/2 of 1% of
such securities, together own more than 5% of the securities of such
issuer;
13. Each Portfolio will not purchase or sell commodities or
commodities contracts, except that the California Insured Intermediate-Term
and Long-Term Portfolios may invest in bond futures contracts, bond options
and options on bond futures contracts to the extent that not more than 5%
of a Portfolio's assets are required as deposit on futures contracts and
not more than 20% of the Portfolio's assets are invested in futures
contracts and/or options transactions at any time;
14. Each Portfolio will not invest its assets in securities of other
investment companies except as they may be part of a merger, consolidation,
reorganization or acquisition of assets or otherwise, to the extent
permitted by Section 12 of the 1940 Act;
15. Each Portfolio will not invest in put, call, straddle or spread
options (except as described above in investment limitation No. 13) or
interests in oil, gas or other mineral exploration or development programs;
16. Each Portfolio will not purchase an industrial revenue bond if as
a result of such purchase (i) more than 5% of the Portfolio's total assets,
determined at market value at the time of the proposed investment, would be
invested in industrial revenue bonds where the payment of principal and
interest is the responsibility of a company with less than three (3) years'
operating history, or (ii) more than 20% of the Portfolio's total assets,
determined at market value at the time of the proposed investment, would be
invested in industrial development bonds. These restrictions do not apply
to municipal obligations where the payment of principal and interest is the
responsibility of a government or the political subdivision of a
government.
The above-mentioned investment limitations are considered at the time
investment securities are purchased. Notwithstanding these limitations, each
Portfolio may own all or any portion of the securities of, or make loans to, or
contribute to the costs or other financial requirements of, any company which
will be (1) wholly owned by the Fund and one or more other investment companies
and (2) primarily engaged in the business of providing, at cost, management,
administrative, distribution and/or related services to the Fund and such other
investment companies. Additionally, the Fund may invest in when-issued
securities without limitation. Please see the prospectus for a description of
securities.
B-2
<PAGE> 32
INVESTMENT POLICIES
FUTURES CONTRACTS AND OPTIONS
The Insured Intermediate-Term and Insured Long-Term Portfolios may enter
into futures contracts, options, and options on futures contracts for several
reasons: to maintain cash reserves while simulating full investment, to
facilitate trading, to reduce transactions costs, or to seek higher investment
returns when a futures contract is priced more attractively than the underlying
municipal security or index. Futures contracts provide for the future sale by
one party and purchase by another party of a specified amount of a specific
security at a specified future time and at a specified price. Futures contracts
which are standardized as to maturity date and underlying financial instrument
are traded on national futures exchanges. Futures exchanges and trading are
regulated under the Commodity Exchange Act by the Commodity Futures Trading
Commission ("CFTC"), a U.S. Government agency. Assets committed to futures
contracts will be segregated at the Fund's custodian bank to the extent required
by law.
Most futures contracts are closed out before the settlement date without
the making or taking of delivery. Closing out an open futures position is done
by taking an opposite position ("buying" a contract which has previously been
"sold," or "selling" a contract previously purchased) in an identical contract
to terminate the position. Brokerage commissions are incurred when a futures
contract is bought or sold.
Futures traders are required to make a good faith margin deposit in cash or
securities with a broker or custodian to initiate and maintain open positions in
futures contracts. A margin deposit is intended to assure completion of the
contract (delivery or acceptance of the underlying security) if it is not
terminated prior to the specified delivery date. Minimal initial margin
requirements are established by the futures exchange and may be changed. Brokers
may establish deposit requirements which are higher than the exchange minimums.
Futures contracts are customarily purchased and sold with margin at prices which
may range upward from less than 5% of the value of the contract being traded.
The Fund expects to earn interest income on its margin deposits.
After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes, to the extent
that the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, changes in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open.
Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes in the value of securities otherwise held for investment
purposes or expected to be acquired by them. Speculators are less inclined to
own the securities underlying the futures contracts which they trade, and use
futures contracts with the expectation of realizing profits from fluctuations in
the prices of underlying securities. The Portfolios intend to use futures
contracts only for bona fide hedging purposes.
Regulations of the CFTC applicable to the Portfolios require that all of
their futures transactions constitute bona fide hedging transactions. Portfolios
will only sell futures contracts to protect securities they own against price
declines or purchase contracts to protect against an increase in the price of
securities they intend to purchase.
Although techniques other than the sale and purchase of futures contracts
could be used to control the Portfolio's exposure to market fluctuations, the
use of futures contracts may be a more effective means of hedging this exposure.
While the Portfolio will incur commission expenses in both opening and closing
out futures positions, these costs are lower than transaction costs incurred in
the purchase and sale of the underlying securities.
RESTRICTIONS ON THE USE OF FUTURES CONTRACTS
A Portfolio will not enter into futures contract transactions to the extent
that, immediately thereafter, the sum of its initial margin deposits on open
contracts exceeds 5% of the market value of the Fund's total assets.
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<PAGE> 33
In addition, a Portfolio will not enter into futures contracts to the extent
that its outstanding obligations to purchase securities under these contracts
would exceed 20% of the Portfolio's total assets.
RISK FACTORS IN FUTURES TRANSACTIONS
Positions in futures contracts may be closed out only on an Exchange which
provides a secondary market for such futures. However, there can be no assurance
that a liquid secondary market will exist for any particular futures contract at
any specific time. Thus, it may not be possible to close a futures position. In
the event of adverse price movements, a Portfolio would continue to be required
to make daily cash payments to maintain its required margin. In such situations,
if the Portfolio has insufficient cash, it may have to sell portfolio securities
to meet daily margin requirements at a time when it may be disadvantageous to do
so. In addition, the Portfolio may be required to make delivery of the
instruments underlying futures contracts it holds. The inability to close
options and futures positions also could have an adverse impact on the ability
to effectively hedge.
The Portfolios will minimize the risk that they will be unable to close out
a futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
The principal interest rate futures exchanges in the United States are the Board
of Trade of the City of Chicago and the Chicago Mercantile Exchange.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the extremely
high degree of leverage involved in futures pricing. As a result, a relatively
small price movement in a futures contract may result in immediate and
substantial loss (as well as gain) to the investor. For example, if at the time
of purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the initial margin requirement for the contract. However, because the
futures strategies of the Portfolio are engaged in only for hedging purposes,
the Adviser does not believe that the Portfolio is subject to the risks of loss
frequently associated with futures transactions. The Portfolio would presumably
have sustained comparable losses if, instead of the futures contract, it had
invested in the underlying financial instrument and sold it after the decline.
Utilization of futures transactions by the Portfolios does involve the risk
of imperfect or no correlation where the securities underlying futures contracts
have different maturities or other characteristics than the portfolio securities
being hedged. It is also possible that the Portfolios could both lose money on
futures contracts and also experience a decline in value of their portfolio
securities. There is also the risk of loss by a Portfolio of margin deposits in
the event of bankruptcy of a broker with whom the Portfolio has an open position
in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit. The daily limit governs only
price movement during a particular trading day and therefore does not limit
potential losses, because the limit may prevent the liquidation of unfavorable
positions. Futures contract prices have occasionally moved to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of future positions and subjecting some futures
traders to substantial losses.
OTHER TYPES OF DERIVATIVES
Each Portfolio may invest in other types of derivatives, including
warrants, swap agreements and partnerships or grantor trust derivative products.
Derivatives are instruments whose value is linked to or derived from an
underlying security. Derivatives may be traded separately on exchanges or in the
over-the-
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<PAGE> 34
counter market, or they may be imbedded in securities. The most common imbedded
derivative is the call option attached to or imbedded in a callable bond. The
owner of a traditional callable bond holds a combination of a long position in a
non-callable bond and a short position in a call option on that bond.
Derivative instruments may be used individually or in combination to hedge
against unfavorable changes in interest rates, or to speculate on anticipated
changes in interest rates. Derivatives may be structured with no or a high
degree of leverage. When derivatives are used as hedges, the risk incurred is
that the derivative instrument's value may change differently than the value of
the security being hedged. This "basis risk" is generally lower than the risk
associated with an unhedged position in the security being hedged. Some
derivatives may entail liquidity risk, i.e., the risk that the instrument cannot
be sold at a reasonable price in highly volatile markets. Leveraged derivatives
used for speculation are very volatile, and therefore, very risky. However, the
Portfolios will only utilize derivatives for hedging or arbitrage purposes, and
not for speculative purposes. Over-the-counter derivatives involve a
counterparty risk, i.e., the risk that the individual or institution on the
other side of the agreement will not or cannot meet its obligations under the
derivative agreement.
FEDERAL TAX TREATMENT OF FUTURES CONTRACTS
The Insured Intermediate-Term and Insured Long-Term Portfolios are required
for federal income tax purposes to recognize as income for each taxable year
their net unrealized gains and losses on certain futures contracts held as of
the end of the year as well as those actually realized during the year. In most
cases, any gain or loss recognized with respect to a futures contract is
considered to be 60% long-term capital gain or loss and 40% short-term capital
gain or loss, without regard to the holding period of the contract. Furthermore,
sales of futures contracts which are intended to hedge against a change in the
value of securities held by the Portfolios may affect the holding period of such
securities and, consequently, the nature of the gain or loss on such securities
upon disposition. A Portfolio may be required to defer the recognition of losses
on futures contracts to the extent of any unrecognized gains on related
positions held by the Portfolio.
In order for each Portfolio to continue to qualify for Federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, gains from the sale of
securities or of foreign currencies or other income derived with respect to the
Portfolio's business of investing in securities. In addition, gains realized on
the sale or other disposition of securities held for less than three months must
be limited to less than 30% of the Portfolio's annual gross income. It is
anticipated that any net gain realized from the closing out of futures contracts
will be considered gain from the sale of securities and therefore be qualifying
income for purposes of the 90% requirement. In order to avoid realizing
excessive gains on securities held less than three months, the Portfolios may be
required to defer the closing out of futures contracts beyond the time when it
would otherwise be advantageous to do so. It is anticipated that unrealized
gains on futures contracts, which have been open for less than three months as
of the end of each Portfolio's fiscal year and which are recognized for tax
purposes, will not be considered gains on sales of securities held less than
three months for the purpose of the 30% test.
The Portfolios will distribute to shareholders annually any net capital
gains which have been recognized for federal income tax purposes (including
unrealized gains at the end of the Portfolios' fiscal year) on futures
transactions. Such distributions will be combined with distributions of capital
gains realized on the Portfolios other investments and shareholders will be
advised on the nature of the transactions.
MUNICIPAL LEASE OBLIGATIONS
Each Portfolio of the Fund may invest in municipal lease obligations. These
securities are sometimes considered illiquid because of the inefficiency and
thinness of the market in which they are traded. Under the supervision of the
Fund's Board of Trustees, the Fixed Income Group may determine to treat certain
municipal lease obligations as liquid, and therefore not subject to the Fund's
15% limit on illiquid securities (10% for the Money Market Portfolio). The
factors that the Group may consider in making these liquidity determinations
include: (1) the frequency of trades and quotations for the security; (2) the
number of dealers willing to purchase or sell the security and the number of
other potential buyers; (3) the willingness of dealers to
B-5
<PAGE> 35
undertake to make a market in the security; and (4) the nature of the
marketplace trades, including the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of transfer.
CALIFORNIA RISK FACTORS
The Vanguard California Tax-Free Fund invests primarily in the obligations
of California state and various local governments, including counties, cities,
special districts, agencies and authorities. In general, the credit quality and
credit risk of any issuer's debt depend on the state and local economy, the
health of the issuer's finances, the amount of the issuer's debt, the quality of
management, and the strength of legal provisions in debt documents that protect
debt holders. Credit risk is usually lower wherever the economy is strong,
growing and diversified; financial operations are sound; and the debt burden is
reasonable.
The credit risk associated with direct obligations of the State of
California and State agencies, including general obligation and revenue bonds,
lease debt, and notes, is now average. For most of the last two decades, the
State's general obligation bonds had enjoyed the highest rating by either
Moody's Investors Service or Standard & Poor's. California's high credit quality
reflected the growth of its strong and diversified economy, a low debt position,
wealth levels higher than the national average, and a generally sound and stable
financial position. However, California's credit quality has declined since the
onset of the national recession in 1990.
California's economy, largest among the states, is also one of the largest
in the world. The State's population, nearly 30 million in 1990, has doubled
since 1960 and constitutes about 12% of the U.S. total. Rapid growth is
continuing, with rates more than twice that of the national average during the
1980s. Personal income growth lagged behind U.S. growth in the 1980s, but per
capita income was still 10% above the national average in 1990. A growing, young
population, a strong higher education system, and excellent ports continue to
bolster California's economic prospects. Employment and income are not
concentrated in any one sector. In fact, California's economy closely mirrors
that of the U.S. One caveat to this observation concerns the defense industry.
For many years, California has led the Nation in receipt of total direct U.S.
military expenditures. However, as the State's economy expanded, the
concentration in defense has lessened. Nonetheless, as U.S. policy has resulted
in lower defense spending, parts of California, especially the Los Angeles
Region, have been adversely affected, and these trends might continue.
The State economy and State financial operations are exposed to the risk of
cyclical national recessions. In a recession, credit quality can drop if debt
issuers do not maintain a balance between revenues and expenditures. This
occurred in the early 1980s when Moody's and Standard & Poor's downgraded the
State. Subsequently, State finances were restored to sound levels, and credit
ratings were upgraded. California was especially hard hit by the recent national
recession and experienced three credit-rating downgrades by each of the two
major rating agencies. The effects of recession were not strongly felt in
California until 1991 and the state has recently begun to emerge from the depths
of recession. Led by declines in defense-related activities and construction
(especially commercial real estate), the State lost over 800,000 jobs between
1990-1993, or about 6% of non-agricultural employment. The recession resulted in
a failure by State government to realize revenue and spending targets. The State
budget was chronically imbalanced in 1991 and 1992. State aid was reduced,
spreading fiscal stress to local governments, including schools. Severe fiscal
stress continues in State government and many local governments, and additional
credit-rating downgrades are possible.
Despite the overall strength of California credit quality, there are a
number of additional risks. The adoption of revenue and expenditure limitations
(articles XIIIA and XIIIB of the California Constitution) by voters in the late
1970s placed many local governments under a degree of fiscal stress which
continues. Court decisions and the adoption of subsequent propositions softened
many of the effects of these limitations. However, it should be noted that
California voters have demonstrated a willingness to utilize the statutory
initiative process to curtail the financial operations of state and local
government, as well as to increase public debt. This willingness is a continuing
risk to debt holders.
Another risk resulting from Proposition 13 concerns the security provisions
for debt repayment. Since 1978, general obligation debt issuance has required
voter approval by a two-thirds majority. As a result, most
B-6
<PAGE> 36
tax-backed debt now issued by California local governments is not general
obligation debt, does not have "full faith and credit" backing, and has higher
credit risk and more limited bondholder rights.
Some risks in California apply more to local issuers than to state
government. In areas of very rapid population growth, the costs of building
public infrastructure are very high, large amounts of municipal bonds are being
sold, and debt burden is increasing. In some parts of southern California, there
is also a fear that population growth may possibly limit future economic growth
due to transportation and air pollution problems.
Finally, California is subject to unique natural hazard risks. Earthquakes
and wildfires can cause localized economic harm which could limit the ability of
governments to repay debt. Drought is also a concern insofar as it affects
agricultural production, power generation, and the supply of drinking water.
Drought not only places stress on the economy generally; it can limit the
ability of certain public utilities to repay debt.
YIELD AND TOTAL RETURN
The yield of the California Insured Long-Term Portfolio and the California
Insured Intermediate-Term Portfolio for the 30-day period ended November 30,
1996 was 5.01% and 4.58%, respectively.
The average annual total return of the California Insured Long-Term
Portfolio for the one-, five-, and ten-year periods ended November 30, 1996, was
+6.91%, 8.35 and +7.56%, respectively. The average annual total return of the
California Insured Intermediate-Term Portfolio for the one-year period and the
period from inception (March 4, 1994) to November 30, 1996 was +6.41% and
+7.18%, respectively. The average annual total return of the California Money
Market Portfolio for the one-year and five-year periods ended November 30, 1996,
and the period from inception (June 1, 1987) to November 30, 1996, was +3.32%,
3.00% and +4.05%, respectively. Total return is computed by finding the average
compounded rates of return over the one-year period set forth above that would
equate an initial amount invested at the beginning of the period to the ending
redeemable value of the investment.
CALCULATION OF YIELD
The current yield of the California Money Market Portfolio is calculated
daily on a base period return of a hypothetical account having a beginning
balance of one share for a particular period of time (generally 7 days). The
return is determined by dividing the net change (exclusive of any capital
changes) in such account by its average net asset value for the period, and then
multiplying it by 365/7 to get the annualized current yield. The calculation of
net change reflects the value of additional shares purchased with the dividends
by the Portfolio, including dividends on both the original share and on such
additional shares. An effective yield, which reflects the effects of compounding
and represents an annualization of the current yield with all dividends
reinvested, may also be calculated for the Portfolio by adding 1 to the net
change, raising the sum to the 365/7 power, and subtracting 1 from the result.
Set forth below is an example, for purposes of illustration only, of the
current and effective yield calculations for the California Money Market
Portfolio for the 7-day base period ended November 30, 1996.
<TABLE>
<CAPTION>
MONEY MARKET PORTFOLIO
----------------------
11/30/96
----------------------
<S> <C>
Value of account at beginning of period...................................... $1.00000
Value of same account at end of period*...................................... $1.00065
--------
Net Change in account value.................................................. $ .00065
Annualized Current Net Yield
(Net Change X 365/7) / average net asset value............................. 3.39%
Effective Yield
[(Net Change) + 1] 365/7 -1................................................ 3.45%
Average Weighted Maturity of Investments..................................... 67 days
</TABLE>
- ---------------
* Exclusive of any capital changes.
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<PAGE> 37
The California Money Market Portfolio seeks to maintain, but does not
guarantee, a constant net asset value of $1.00. The yield of the Portfolio will
fluctuate. Although the Money Market Portfolio invests in high-quality
instruments, the shares of the Portfolio are not insured or guaranteed by the
U.S. Government. The Fund has obtained private insurance that partially protects
this Money Market Portfolio against default of principal or interest payments on
the instruments it holds, and against bankruptcy by issuers and credit enhancers
of these instruments. Treasury and other U.S. Government securities held by the
Portfolio are excluded from this coverage. The annualization of a week's
dividend is not a representation by the Portfolio as to what an investment in
the Portfolio will actually yield in the future. Actual yields will depend on
such variables as investment quality, average maturity, the type of instruments
the Portfolio invests in, changes in interest rates on instruments, changes in
the expenses of the Fund and other factors. Yields are one basis investors may
use to analyze the Portfolios of the Fund, and other investment vehicles;
however, yields of other investment vehicles may not be comparable because of
the factors set forth in the preceding sentence, differences in the time periods
compared, and differences in the methods used in valuing portfolio instruments,
computing net asset value and calculating yield.
PERFORMANCE MEASURES
Vanguard may use reprinted material discussing The Vanguard Group, Inc. or
any of the member funds of The Vanguard Group of Investment Companies.
The Fund may use one or more of the following unmanaged indexes for
comparative performance purposes.
STANDARD AND POOR'S 500 COMPOSITE STOCK PRICE INDEX -- is a well diversified
list of 500 companies representing the U.S. Stock Market.
WILSHIRE 5000 EQUITY INDEX -- consists of more than 7,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available.
WILSHIRE 4500 EQUITY INDEX -- consists of all stocks in the Wilshire 5000 except
for the 500 stocks in the Standard and Poor's 500 Index.
RUSSELL 3000 STOCK INDEX -- a diversified portfolio of approximately 3,000
common stocks accounting for over 90% of the market value of publicly traded
stocks in the U.S.
RUSSELL 2000 STOCK INDEX -- a subset of approximately 2,000 of the smallest
stocks contained in the Russell 3000; a widely-used benchmark for small
capitalization common stocks.
MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX -- is an arithmetic, market
value-weighted average of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australia and the Far East.
GOLDMAN SACHS 100 CONVERTIBLE BOND INDEX -- currently includes 71 bonds and 29
preferreds. The original list of names was generated by screening for
convertible issues of $100 million or greater in market capitalization. The
index is priced monthly.
SALOMON BROTHERS GNMA INDEX -- includes pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.
SALOMON BROTHERS HIGH-GRADE CORPORATE BOND INDEX -- consists of publicly issued,
non-convertible corporate bonds rated Aa or Aaa. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
SALOMON BROTHERS BROAD INVESTMENT-GRADE BOND INDEX -- is a market-weighted index
that contains over 4,800 individually priced investment-grade corporate bonds
rated BBB or better, U.S. Treasury/agency issues and mortgage pass-through
securities.
LEHMAN LONG-TERM TREASURY BOND INDEX -- is composed of all bonds covered by the
Shearson Lehman Hutton Treasury Bond Index with maturities of 10 years or
greater.
B-8
<PAGE> 38
MERRILL LYNCH CORPORATE & GOVERNMENT BOND INDEX -- consists of over 4,500 U.S.
Treasury, Agency and investment grade corporate bonds.
LEHMAN CORPORATE (Baa) BOND INDEX -- all publicly offered fixed-rate,
nonconvertible domestic corporate bonds rated Baa by Moody's, with a maturity
longer than 1 year and with more than $25 million outstanding. This index
includes over 1,000 issues.
LEHMAN BROTHERS LONG-TERM CORPORATE BOND INDEX -- is a subset of the Lehman
Corporate Bond Index covering all corporate, publicly issued, fixed-rate,
nonconvertible U.S. debt issues rated at least Baa, with at least $50 million
principal outstanding and maturity greater than 10 years.
BOND BUYER MUNICIPAL BOND INDEX -- is a yield index on current coupon high-grade
general obligation municipal bonds.
STANDARD & POOR'S PREFERRED INDEX -- is a yield index based upon the average
yield of four high-grade, non-callable preferred stock issues.
NASDAQ INDUSTRIAL INDEX -- is composed of more than 3,000 industrial issues. It
is a value-weighted index calculated on price change only and does not include
income.
COMPOSITE INDEX -- 70% Standard & Poor's 500 Index and 30% NASDAQ Industrial
Index.
COMPOSITE INDEX -- 65% Standard & Poor's 500 Index and 35% Lehman Long-Term
Corporate AA or Better Bond Index.
COMPOSITE INDEX -- 65% Lehman Long-Term Corporate AA or Better Bond Index and a
35% weighting in a blended equity composite (75% Standard & Poor's/BARRA Value
Index, 12.5% Standard & Poor's Utilities Index and 12.5% Standard & Poor's
Telephone Index).
LEHMAN LONG-TERM CORPORATE AA OR BETTER BOND INDEX -- consists of all publicly
issued, fixed rate, non-convertible investment grade, dollar-denominated,
SEC-registered corporate debt rated AA or AAA.
LEHMAN BROTHERS AGGREGATE BOND INDEX -- is a market-weighted index that contains
individually priced U.S. Treasury, agency, corporate, and mortgage pass-through
securities corporate rated BBB- or better. The Index has a market value of over
$4 trillion.
LEHMAN BROTHERS MUTUAL FUND SHORT (1-5) GOVERNMENT/CORPORATE INDEX -- is a
market-weighted index that contains individually priced U.S. Treasury, agency,
and corporate investment grade bonds rated BBB- or better with maturities
between 1 and 5 years. The index has a market value of over $1.6 trillion.
LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CORPORATE INDEX -- is
a market-weighted index that contains individually priced U.S. Treasury, agency,
and corporate securities rated BBB- or better with maturities between 5 and 10
years. The index has a market value of over $700 billion.
LEHMAN BROTHERS MUTUAL FUND LONG (10+) GOVERNMENT/CORPORATE INDEX -- is a
market-weighted index that contains individually priced U.S. Treasury, agency,
and corporate securities rated BBB- or better with maturities greater than 10
years. The index has a market value of over $900 billion.
LIPPER SMALL COMPANY GROWTH FUND AVERAGE -- the average performance of small
company growth funds as defined by Lipper Analytical Services, Inc. Lipper
defines a small company growth fund as a fund that by prospectus or portfolio
practice, limits its investments to companies on the basis of the size of the
company. From time to time, Vanguard may advertise using the average performance
and/or the average expense ratio of the small company growth funds. (This fund
category was first established in 1982. For years prior to 1982, the results of
the Lipper Small Company Growth category were estimated using the returns of the
Funds that constituted the Group at its inception.)
LIPPER BALANCED FUND AVERAGE -- an industry benchmark of average balanced funds
with similar investment objectives and policies, as measured by Lipper
Analytical Services, Inc.
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<PAGE> 39
LIPPER NON-GOVERNMENT MONEY MARKET FUND AVERAGE -- an industry benchmark of
average non-government money market funds with similar investment objectives and
policies, as measured by Lipper Analytical Services, Inc.
LIPPER GOVERNMENT MONEY MARKET FUND AVERAGE -- an industry benchmark of average
government money market funds with similar investment objectives and policies,
as measured by Lipper Analytical Services, Inc.
LIPPER GENERAL EQUITY FUND AVERAGE -- an industry benchmark of average general
equity funds with similar investment objectives and policies, as measured by
Lipper Analytical Services, Inc.
LIPPER FIXED INCOME FUND AVERAGE -- an industry benchmark of average fixed
income funds with similar investment objectives and policies, as measured by
Lipper Analytical Services, Inc.
INVESTMENT MANAGEMENT
The Fund receives all investment advisory services on an "internalized,"
at-cost basis from an experienced investment management staff employed directly
by The Vanguard Group, Inc. ("Vanguard"), a subsidiary jointly owned by the Fund
and the other Funds in The Vanguard Group of Investment Companies. The
investment management staff is supervised by the senior Officers of the Fund.
The investment management staff is responsible for: maintaining the
specified standards; making changes in specific issues in light of changes in
the fundamental basis for purchasing such securities; and adjusting the Fund to
meet cash inflow (or outflow), which reflects net purchases and exchanges of
shares by investors (or net redemptions of shares) and reinvestment of the
Fund's income.
A change in securities held by the Fund is known as "portfolio turnover"
and may involve the payment of the Fund of dealer mark-ups, underwriting
commissions and other transaction costs on the sales of securities as well as on
the reinvestment of the proceeds in other securities. The annual portfolio
turnover rate for each of the Fund's portfolios is set forth under the heading
"Financial Highlights" in the California Tax-Free Fund prospectus. The portfolio
turnover rate is not a limiting factor when management deems it desirable to
sell or purchase securities. It is impossible to predict whether or not the
portfolio turnover rate in future years will vary significantly from the rates
in recent years.
PORTFOLIO TRANSACTIONS
HOW TRANSACTIONS ARE EFFECTED
The types of securities in which the Portfolios invest are generally
purchased and sold through principal transactions, meaning that the Portfolios
normally purchase securities directly from the issuer or a primary market-maker
acting as principal for the securities on a net basis. Brokerage commissions are
not paid on these transactions, although the purchase price for securities
usually includes an undisclosed compensation. Purchases from underwriters of
securities typically include a commission or concession paid by the issuer to
the underwriter, and purchases from dealers serving as market makers typically
include a dealer's mark-up (i.e., a spread between the bid and the asked
prices). During the fiscal years ended November 30, 1994, 1995 and 1996, the
Portfolios did not pay any brokerage commissions.
HOW BROKERS AND DEALERS ARE SELECTED
Vanguard's Fixed Income Group chooses brokers or dealers to handle the
purchase and sale of the Portfolios' securities, and is responsible for getting
the best available price and most favorable execution for all transactions. When
the Portfolios purchase a newly issued security at a fixed price, the Group may
designate certain members of the underwriting syndicate to receive compensation
associated with that transaction. Certain dealers have agreed to rebate a
portion of such compensation directly to the Portfolios to offset their
management expenses. The Group is required to seek best execution of all
transactions and is not authorized to pay a brokerage commission in excess of
that which another broker might have charged for effecting the same transaction
solely on account of the receipt of research or other services.
B-10
<PAGE> 40
HOW THE REASONABLENESS OF BROKERAGE COMMISSIONS IS EVALUATED
As previously explained, the types of securities that the Portfolios
purchase do not normally involve the payment of brokerage commissions. If any
brokerage commissions are paid, however, the Fixed Income Group will evaluate
their reasonableness by considering: (a) historical commission rates; (b) rates
which other institutional investors are paying, based upon publicly available
information; (c) rates quoted by brokers and dealers; (d) the size of a
particular transaction, in terms of the number of shares, dollar amount, and
number of clients involved; (e) the complexity of a particular transaction in
terms of both execution and settlement; (f) the level and type of business done
with a particular firm over a period of time; and (g) the extent to which the
broker or dealer has capital at risk in the transaction.
PURCHASE OF SHARES
The Fund reserves the right in its sole discretion (i) to suspend the
offering of its shares, (ii) to reject purchase orders when in the judgment of
management such rejection is in the best interest of the Fund, and (iii) to
reduce or waive the minimum investment for or any other restrictions on initial
and subsequent investments under circumstances where certain economies can be
achieved in sales of the Fund's shares.
STOCK CERTIFICATES. Your purchase will be made in full and fractional
shares of the Fund calculated to three decimal places. Shares are normally held
on deposit for shareholders by the Fund, which will send to shareholders a
statement of shares owned at the time of each transaction. This saves the
shareholders the trouble of safekeeping the certificates and saves the Fund the
cost of issuing certificates. Share certificates for the California Insured
Intermediate-Term and Insured Long-Term Portfolios are available upon written
request at no additional cost to shareholders. No certificates will be issued
for fractional shares of these Portfolios, or any shares of the Money Market
Portfolio.
REDEMPTION OF SHARES
The Fund may suspend redemption privileges or postpone the date of payment
(i) during any period that the New York Stock Exchange is closed, or trading on
the Exchange is restricted as determined by the Securities and Exchange
Commission (the "Commission"), (ii) during any period when an emergency exists
as defined by the rules of the Commission as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods as
the Commission may permit.
If the Board of Trustees determines that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment wholly
or partly in cash, the Fund may pay the redemption price in whole or in part by
a distribution in kind of securities held by the Fund in lieu of cash in
conformity with applicable rules of the Commission. Investors may incur
brokerage charges on the sale of such securities so received in payment of
redemptions.
No charge is made by the Fund for redemptions except for wire redemptions
of under $5000 which may be charged a maximum fee of $5.00. Any redemption may
be more or less than the shareholder's cost depending on the market value of the
securities held by the Fund.
SIGNATURE GUARANTEES. To protect your account, the Fund and Vanguard from
fraud, signature guarantees are required for certain redemptions. Signature
guarantees enable the Fund to verify the identity of the person who has
authorized a redemption from your account. SIGNATURE GUARANTEES ARE REQUIRED IN
CONNECTION WITH: (1) ALL REDEMPTIONS, REGARDLESS OF THE AMOUNT INVOLVED, WHEN
THE PROCEEDS ARE TO BE PAID TO SOMEONE OTHER THAN THE REGISTERED OWNERS; AND (2)
SHARE TRANSFER REQUESTS.
A signature guarantee may be obtained from banks, brokers and any other
guarantor institution that Vanguard deems acceptable.
The signature guarantees must appear either: (1) on the written request for
redemption, (2) on a separate instrument for assignment ("stock power") which
should specify the total number of shares to be redeemed,
B-11
<PAGE> 41
or (3) on all stock certificates tendered for redemption and, if shares held by
the Fund are also being redeemed, on the letter or stock power.
VALUATION OF SHARES
The valuation of shares of the California Insured Intermediate-Term and
Insured Long-Term Portfolios is described in detail in the Prospectus.
CALIFORNIA MONEY MARKET PORTFOLIO. The net asset value per share of the
California Money Market Portfolio is determined on each day that the New York
Stock Exchange is open.
It is the policy of the California Money Market Portfolio to attempt to
maintain a net asset value of $1.00 per share for purposes of sales and
redemptions. The Money Market Portfolio seeks to maintain, but does not
guarantee, a constant net asset value of $1.00 per share. Although the Money
Market Portfolio invests in high-quality instruments, the shares of the
Portfolio are not insured or guaranteed by the U.S. Government. The instruments
held by the California Money Market Portfolio are valued on the basis of
amortized cost which does not take into account unrealized capital gains or
losses. This involves valuing an instrument at-cost and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the
price the Portfolio would receive if it sold the instrument. During periods of
declining interest rates, the daily yield on shares of the Portfolio computed as
described above under calculation of yield may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all of its
portfolio instruments. Thus, if the use of amortized cost by the Portfolio
resulted in a lower aggregate portfolio value on a particular day, a prospective
investor in the Portfolio would be able to obtain a somewhat higher yield than
would result from investment in a fund utilizing solely market values, and
existing investors in the Portfolio would receive less investment income. The
converse would apply in a period of rising interest rates.
The valuation of the California Money Market Portfolio's instruments based
upon their amortized cost and the commitment to maintain the Portfolio's per
share net asset value of $1.00 is based on the conditions set forth in Rule 2a-7
under the Investment Company Act of 1940. The Portfolio will maintain a dollar-
weighted average portfolio maturity of 90 days or less, will purchase
instruments having remaining maturities of thirteen months or less only, and
will invest only in securities determined by the Board of Trustees to be of high
quality with minimal credit risks.
It is a fundamental objective of management to maintain the Portfolio's
price per share as computed for the purpose of sales and redemptions at $1.00.
The Trustees have established procedures designed to achieve this objective.
Such procedures will include a review of the Portfolio's holdings by the
Trustees, at such intervals as they may deem appropriate, to determine whether
the Portfolio's net asset value calculated by using available market quotations
deviates from $1.00 per share based on amortized cost. The extent of any
deviation will be examined by the Trustees. If such deviation exceeds 1/2 of 1%,
the Trustees will promptly consider what action, if any, will be initiated. In
the event the Trustees determine that a deviation exists which may result in
material dilution or other unfair results to investors or existing shareholders,
they have agreed to take such corrective action as they regard as necessary and
appropriate, including the sale of portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; making a special capital distribution; redemptions of
shares in kind; or establishing a net asset value per share by using available
market quotations.
B-12
<PAGE> 42
MANAGEMENT OF THE FUND
OFFICERS AND TRUSTEES
The Fund's Officers, under the supervision of the Board of Trustees, manage
the day-to-day operations of the Fund. The Trustees set broad policies for the
Fund and choose its Officers. A list of Trustees and Officers of the Fund and a
statement of their present positions and principal occupations during the past
five years is set forth below. As of November 30, 1996, the Trustees owned less
than 1% of the Fund's outstanding shares. The mailing address of the Fund's
Trustees and Officers is Post Office Box 876, Valley Forge, PA 19482.
JOHN C. BOGLE, Chairman and Trustee*
Chairman and Director of The Vanguard Group, Inc., and of each of the
investment companies in The Vanguard Group; Director of The Mead
Corporation, General Accident Insurance and Chris-Craft Industries, Inc.
JOHN J. BRENNAN, President, Chief Executive Officer & Trustee*
President, Chief Executive Officer and Director of The Vanguard Group,
Inc., and of each of the investment companies in The Vanguard Group.
ROBERT E. CAWTHORN, Trustee
Chairman Emeritus and Director of Rhone-Poulenc Rorer, Inc.; Director of
Sun Company, Inc. and Westinghouse Electric Corporation.
BARBARA BARNES HAUPTFUHRER, Trustee
Director of The Great Atlantic and Pacific Tea Company, Alco Standard
Corp., Raytheon Company, Knight-Ridder, Inc., and Massachusetts Mutual Life
Insurance Co. and Trustee Emerita of Wellesley College.
BURTON G. MALKIEL, Trustee
Chemical Bank Chairman's Professor of Economics, Princeton University;
Director of Prudential Insurance Co. of America, Amdahl Corporation, Baker
Fentress & Co., The Jeffrey Co., and Southern New England Communications
Company.
ALFRED M. RANKIN, Trustee
Chairman, President, and Chief Executive Officer of NACCO Industries, Inc.;
Director of The BFGoodrich Company and The Standard Products Company.
JOHN C. SAWHILL, Trustee
President and Chief Executive Officer, The Nature Conservancy; formerly,
Director and Senior Partner, McKinsey & Co., President, New York
University; Director of Pacific Gas and Electric Company, Procter and
Gamble Company and NACCO Industries.
JAMES O. WELCH, JR., Trustee
Retired Chairman of Nabisco Brands, Inc., retired Vice Chairman and
Director of RJR Nabisco; Director of TECO Energy, Inc. and Kmart
Corporation.
J. LAWRENCE WILSON, Trustee
Chairman and Chief Executive Officer of Rohm & Haas Company; Director of
Cummins Engine Company and Trustee of Vanderbilt University.
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*
Principal of The Vanguard Group, Inc.; Controller of each of the investment
companies in The Vanguard Group.
- ---------------
* Mr. Bogle and the Officers of the Fund are "interested persons" as defined in
the Investment Company Act of 1940.
THE VANGUARD GROUP
Vanguard California Tax-Free Fund is a member of The Vanguard Group of
Investment Companies. Through their jointly-owned subsidiary, The Vanguard
Group, Inc. ("Vanguard"), the Fund and the other Funds in the Group obtain
at-cost virtually all of their corporate management, administrative and
distribution services. Vanguard also provides investment advisory services on an
at-cost basis to several of the Vanguard Funds, including the Vanguard
California Tax-Free Fund.
B-13
<PAGE> 43
Vanguard employs a supporting staff of management and administrative
personnel needed to provide the requisite services to the Funds and also
furnishes the Funds with necessary office space, furnishings and equipment. Each
Fund pays its share of Vanguard's net expenses which are allocated among the
Funds under methods approved by the Board of Trustees (Directors) of each Fund.
In addition, each Fund bears its own direct expenses such as legal, auditing and
custodian fees. In order to generate additional revenues for Vanguard and
thereby reduce the Fund's expenses, Vanguard also provides certain
administrative services to other organizations.
The Fund's officers are also Officers and employees of Vanguard. No Officer
or employee owns, or is permitted to own, any securities of any external adviser
for the Funds.
The Vanguard Group adheres to a Code of Ethics established pursuant to Rule
17j-1 under the Investment Company Act of 1940. The Code is designed to prevent
unlawful practices in connection with the purchase or sale of securities by
persons associated with Vanguard. Under Vanguard's Code of Ethics certain
Officers and employees of Vanguard who are considered access persons are
permitted to engage in personal securities transactions. However, such
transactions are subject to procedures and guidelines substantially similar to
those recommended by the mutual fund industry and approved by the U.S.
Securities and Exchange Commission.
The Vanguard Group, Inc. ("Vanguard") was established and operates under a
Funds' Service Agreement which was approved by the shareholders of each of the
Funds. The amounts which each of the Funds has invested are adjusted from time
to time in order to maintain the proportionate relationship between each Fund's
relative net assets and its contribution to Vanguard's capital. At November 30,
1996 Vanguard California Tax-Free Fund had contributed capital of $258,000 to
Vanguard representing 1.3% of Vanguard's capitalization. The Fund's Service
Agreement provides as follows: (a) each Vanguard Fund may invest up to 0.40% of
its current net assets in Vanguard and (b) there is no restriction on the
maximum cash investment that the Vanguard Funds may make in Vanguard.
MANAGEMENT. Corporate management and administrative services include: (1)
executive staff; (2) accounting and financial; (3) legal and regulatory; (4)
shareholder account maintenance; (5) monitoring and control of custodian
relationships; (6) shareholder reporting; and (7) review and evaluation of
advisory and other services provided to the Funds by third parties. During the
fiscal year ended November 30, 1996, the Funds' share of Vanguard's actual net
costs of operations relating to management and administrative services
(including transfer agency) totaled approximately $3,633,000.
DISTRIBUTION. Vanguard provides all distribution and marketing activities
for the Funds in the Group. Vanguard Marketing Corporation, a wholly-owned
subsidiary of The Vanguard Group, Inc., acts as Sales Agent for shares of the
Funds, in connection with any sales made directly to investors in the states of
Florida, Missouri, New York, Ohio, Texas and such other states as may be
required.
The principal distribution expenses are for advertising, promotional
materials and marketing personnel. Distribution services may also include
organizing and offering to the public, from time to time, one or more new
investment companies which will become members of the Group. The Trustees
(Directors) and Officers of Vanguard determine the amount to be spent annually
on distribution activities, the manner and amount to be spent on each Fund, and
whether to organize new investment companies.
One half of the distribution expenses of a marketing and promotional nature
is allocated among the Funds based upon their relative net assets. The remaining
one half of these expenses is allocated among the Funds based upon each Fund's
sales for the preceding 24 months relative to the total sales of the Funds as a
Group, provided, however, that no Fund's aggregate quarterly rate of
contribution for distribution expenses of a marketing and promotional nature
shall exceed 125% of the average distribution expense rate for the Group, and
that no Fund shall incur annual distribution expenses in excess of 20/100 of 1%
of its average month-end net assets. During the year ended November 30, 1996 the
Fund paid approximately $648,000 of the Group's distribution and marketing
expenses.
INVESTMENT ADVISORY SERVICES. Vanguard also provides investment advisory
services to the Fund, Vanguard Municipal Bond Fund; Vanguard Money Market
Reserves; Vanguard Admiral Funds; the several Portfolios of Vanguard Fixed
Income Securities Fund; Vanguard Institutional Index Fund; Vanguard Bond
B-14
<PAGE> 44
Index Fund; Vanguard Florida Insured Tax-Free Fund; Vanguard New Jersey Tax-Free
Fund; Vanguard New York Insured Tax-Free Fund; Vanguard Ohio Tax-Free Fund;
Vanguard Pennsylvania Tax-Free Fund; Vanguard Tax-Managed Fund; the Aggressive
Growth Portfolio of Vanguard Horizon Fund; the Total International Portfolio of
Vanguard STAR Fund; the REIT Index Portfolio of Vanguard Specialized Portfolios;
Vanguard Balanced Index Fund; Vanguard Index Trust; Vanguard International
Equity Index Fund; secured Portfolio of Vanguard Variable Insurance Fund; a
portion of Vanguard/Windsor II; a portion of Vanguard/Morgan Growth Fund; as
well as several indexed separate accounts. These services are provided on an
at-cost basis from a money management staff employed directly by Vanguard. The
compensation and other expenses of this staff are paid by the Funds utilizing
these services. During the years ended November 30, 1994, 1995 and 1996, the
Fund paid approximately $238,000, $286,000 and $313,000 respectively, of
Vanguard's investment advisory expenses.
REMUNERATION OF TRUSTEES AND OFFICERS. The Fund pays each Trustee, who is
not also an Officer, an annual fee plus travel and other expenses incurred in
attending Board meetings. During the year ended November 30, 1996 the Fund paid
$7,000 in Trustees' expenses. The Fund's Officers and employees are paid by
Vanguard which, in turn, is reimbursed by the Fund, and each other Fund in the
Group, for its proportionate share of Officers' and employees' salaries and
retirement benefits. During the year ended November 30, 1996 the Fund's
proportionate share of remuneration paid to all Officers of the Fund, as a
group, was approximately $81,991.
Trustees who are not Officers are paid an annual fee based on the number of
years of service on the Board upon retirement. The fee is equal to $1,000 for
each year of service (up to fifteen years) and each investment company member of
the Vanguard Group contributes a proportionate amount to this fee based on its
relative net assets. Under its Retirement Plan, Vanguard contributes annually an
amount equal to 10% of each eligible Officer's annual compensation plus 5.7% of
that part of an eligible Officer's compensation during the year, if any, that
exceeds the Social Security Taxable Wage Base then in effect. Under its Thrift
Plan, all eligible Officers are permitted to make pre-tax contributions in an
amount up to 4% of total compensation, subject to federal tax limitations, which
are matched by Vanguard on a 100% basis. The Fund's proportionate share of
retirement contributions made by Vanguard under its retirement and thrift plans
on behalf of all Officers of the Fund, as a group, during the 1996 fiscal year
was approximately $1,950.
The following table provides detailed information with respect to the
amounts paid or accrued for the Trustees for the fiscal year ended November 30,
1996.
VANGUARD CALIFORNIA TAX-FREE FUND
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS ANNUAL BENEFITS FROM ALL VANGUARD FUNDS
NAMES OF TRUSTEES FROM FUND PART OF FUND EXPENSES UPON RETIREMENT PAID TO TRUSTEES(2)
- --------------------------- ------------ --------------------- --------------- -----------------------
<S> <C> <C> <C> <C>
John C. Bogle(1) -- -- -- --
John J. Brennan(1) -- -- -- --
Barbara Barnes Hauptfuhrer $887 $ 143 $15,000 $65,000
Robert E. Cawthorn $887 $ 122 $13,000 $65,000
Burton G. Malkiel $887 $ 95 $15,000 $65,000
Alfred M. Rankin, Jr. $887 $ 75 $15,000 $65,000
John C. Sawhill $887 $ 89 $15,000 $65,000
James O. Welch, Jr. $887 $ 110 $15,000 $65,000
J. Lawrence Wilson $887 $ 79 $15,000 $65,000
</TABLE>
- ---------------
(1) As "Interested Trustees," Messrs. Bogle and Brennan receive no compensation
for their service as Trustees.
(2) The amounts reported in this column reflect the total compensation paid to
each Trustee for their service as Director or Trustee of 34 Vanguard Funds
(33 in the case of Mr. Malkiel).
B-15
<PAGE> 45
DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized as a Pennsylvania business trust on October 16,
1985.
The Declaration of Trust, as amended and restated on January 15, 1986,
permits the Trustees to issue an unlimited number of shares of beneficial
interest, without par value, from an unlimited number of separate classes
("Portfolios") of shares. Currently, the Fund is offering shares of three
Portfolios.
The shares of the Fund are fully paid and nonassessable, except as set
forth under "Shareholder and Trustee Liability," and have no preference as to
conversion, exchange, dividends, retirement or other features. The shares of the
Fund have no pre-emptive rights. The shares of the Fund have noncumulative
voting rights, which means that the holders of more than 50% of the shares
voting for the election of Trustees can elect 100% of the Trustees if they
choose to do so. A shareholder is entitled to one vote for each full share held
(and a fractional vote for each fractional share held), then standing in his
name on the books of the Fund. On any matter submitted to a vote of
shareholders, all shares of the Fund then issued and outstanding and entitled to
vote, irrespective of the class, shall be voted in the aggregate and not by
class: except (i) when required by the Investment Company Act of 1940, shares
shall be voted by individual class; and (ii) when the matter does not affect any
interest of a particular class, then only shareholders of the affected class or
classes shall be entitled to vote thereon.
The Fund will continue without limitation of time, provided, however that:
1) Subject to the majority vote of the holders of shares of the Fund
outstanding, the Trustees may sell or convert the assets of the Fund to
another investment company in exchange for shares of such investment
company, and distribute such shares, ratably among the shareholders of
the Fund.
2) Subject to the majority vote of shares of the Fund outstanding, the
Trustees may sell and convert into money the assets of the Fund and
distribute such assets ratably among the shareholders of the Fund.
Upon completion of the distribution of the remaining proceeds or the
remaining assets of any Portfolio as provided in paragraphs 1) and 2) above the
Fund shall terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be cancelled and discharged.
SHAREHOLDER AND TRUSTEE LIABILITY. Under Pennsylvania law shareholders of
such a Trust may under certain circumstances, be held personally liable as
partners for the obligations of the Fund. Therefore, the Declaration of Trust
contains an express disclaimer of shareholder liability for acts or obligations
of the Fund and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the Fund or the
Trustees. The Declaration of Trust provides for indemnification out of the Fund
property of any shareholder held personally liable for the obligations of the
Fund. The Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the Fund and satisfy any judgment thereon. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations.
The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law, but nothing in the
Declaration of Trust protects a Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.
FINANCIAL STATEMENTS
The Fund's financial statements for the year ended November 30, 1996,
including the financial highlights for each of the five years in the period
ended November 30, 1996, appearing in the Fund's 1996 Annual Report to
Shareholders, and the report thereon of Price Waterhouse LLP, independent
accountants, also appearing therein, are incorporated by reference in this
Statement of Additional Information. For a more complete
B-16
<PAGE> 46
discussion of the Fund's performance, please see the Fund's 1996 Annual Report
to Shareholders, which may be obtained without charge.
APPENDIX A -- DESCRIPTION OF MUNICIPAL BONDS AND THEIR RATINGS
MUNICIPAL BONDS -- GENERAL. Municipal Bonds generally include debt
obligations issued by states and their political subdivisions, and duly
constituted authorities and corporations, to obtain funds to construct, repair
or improve various public facilities such as airports, bridges, highways,
hospitals, housing, schools, streets and water and sewer works. Municipal Bonds
may also be issued to refinance outstanding obligations as well as to obtain
funds for general operating expenses and for loan to other public institutions
and facilities.
The two principal classifications of Municipal Bonds are "general
obligation" and "revenue" or "special tax" bonds. General obligation bonds are
secured by the issuer's pledge of its full faith, credit and taxing power for
the payment of principal and interest. Revenue or special tax bonds are payable
only from the revenues derived from a particular facility or class of facilities
or, in some cases, from the proceeds of a special excise or other tax, but not
from general tax revenues. The Fund may also invest in tax-exempt industrial
development bonds, short-term municipal obligations (rated SP-1+ or SP-1 by
Standard & Poor's Corp. or MIG1 or MIG2 by Moody's Investors Service), demand
notes and tax-exempt commercial papers (rated A-1 by Standard & Poor's Corp. or
P-1 by Moody's Investors Service, Inc.) The Fund may invest in unrated notes of
issuers considered by the Board of Trustees to be of credit quality comparable
to that required of rated notes.
Industrial revenue bonds in most cases are revenue bonds and generally do
not have the pledge of the credit of the issuer. The payment of the principal
and interest on such industrial revenue bonds is dependent solely on the ability
of the user of the facilities financed by the bonds to meet its financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment. Short-term municipal obligations issued by states,
cities, municipalities or municipal agencies include Tax Anticipation Notes,
Revenue Anticipation Notes, Bond Anticipation Notes, Construction Loan Notes and
Short-Term Discount Notes.
Note obligations with demand or put options may have a stated maturity in
excess of one year, but permit any holder to demand payment of principal plus
accrued interest upon a specified number of days' notice. Frequently, such
obligations are secured by letters of credit or other credit support
arrangements provided by banks. The issuer of such notes normally has a
corresponding right, after a given period, to repay in its discretion the
outstanding principal of the note plus accrued interest upon a specific number
of days' notice to the bondholders. The interest rate on a demand note may be
based upon a known lending rate, such as a bank's prime rate, and be adjusted
when such rate changes, or the interest rate on a demand note may be a market
rate that is adjusted at specified intervals. The demand notes in which the Fund
will invest normally are payable on not more than one year's notice. Each note
purchased by the Fund will meet the quality criteria set out above for the Fund.
The yields of Municipal Bonds depend on, among other things, general money
market conditions, conditions in the Municipal Bond market, the size of a
particular offering, the maturity of the obligation, and the rating of the
issue. The ratings of Moody's Investors Service, Inc. and Standard & Poor's
Corporation represent their opinions of the quality of the Municipal Bonds rated
by them. It should be emphasized that such ratings are general and are not
absolute standards of quality. Consequently, Municipal Bonds with the same
maturity, coupon and rating may have different yields, while Municipal Bonds of
the same maturity and coupon, but with different ratings may have the same
yield. It will be the responsibility of the investment management staff to
appraise independently the fundamental quality of the bonds held by the Fund.
Municipal Bonds are sometimes purchased on a "when-issued" basis meaning
the Fund has committed to purchasing certain specified securities at an agreed
upon price when they are issued. The period between commitment date and issuance
date can be a month or more. It is possible that the securities will never be
issued and the commitment canceled.
From time to time proposals have been introduced before Congress to
restrict or eliminate the Federal income tax exemption for interest on Municipal
Bonds. Similar proposals may be introduced in the future. If any such proposal
were enacted, it might restrict or eliminate the ability of the Fund to achieve
its investment
B-17
<PAGE> 47
objective. In that event, the Fund's Trustees and officers would reevaluate its
investment objective and policies and consider recommending to its shareholders
changes in such objective and policies.
Similarly, from time to time proposals have been introduced before State
and local legislatures to restrict or eliminate the State and local income tax
exemption for interest on Municipal Bonds. Similar proposals may be introduced
in the future. If any such proposal were enacted, it might restrict or eliminate
the ability of each Portfolio to achieve its respective investment objective. In
that event, the Fund's trustees and officers would reevaluate its investment
objective and policies and consider recommending to its shareholders changes in
such objective and policies. (For more information please refer to "Risk
Factors" on page B-6.)
RATINGS. Excerpts from Moody's Investors Service, Inc.'s Municipal Bond
ratings: Aaa -- judged to be of the "best quality" and are referred to as "gilt
edge"; interest payments are protected by a large or by an exceptionally stable
margin and principal is secure; Aa -- judged to be of "high quality by all
standards" but as to which margins of protection or other elements make
long-term risks appear somewhat larger than Aaa-rated Municipal Bonds; together
with Aaa group they comprise what are generally known as "high grade bonds";
A -- possess many favorable investment attributes and are considered "upper
medium grade obligations." Factors giving security to principal and interest of
A-rated Municipal Bonds are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future; Baa --
considered as medium grade obligations; i.e., they are neither highly protected
nor poorly secured; interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time; Ba -- protection of
principal and interest payments may be very moderate; judged to have speculative
elements; their future cannot be considered as well-assured; B -- lack
characteristics of a desirable investment; assurance of interest and principal
payments over any long period of time may be small; Caa -- poor standing; may be
in default or there may be present elements of danger with respect to principal
and interest; Ca -- speculative in a high degree; often in default; C -- lowest
rated class of bonds; issues so rated can be regarded as having extremely poor
prospects for ever attaining any real investment standing.
Description of Moody's ratings of state and municipal notes: Moody's
ratings for state and municipal notes and other short-term obligations are
designated Moody's Investment Grade ("MIG"). Symbols used will be as follows:
MIG-1 -- Best quality, enjoying strong protection from established cash flows of
funds for their servicing or from established and broad-based access to the
market for refinancing, or both; MIG-2 -- High quality with margins of
protection ample although not so large as in the preceding group.
Description of Moody's highest commercial paper rating: Prime-1
("P-1") -- Judged to be of the best quality. Their short-term debt obligations
carry the smallest degree of investment risk.
Excerpts from Standard & Poor's Corporation's Municipal Bond ratings:
AAA -- has the highest rating assigned by S&P; extremely strong capacity to pay
principal and interest; AA -- has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in a small degree;
A -- has a strong capacity to pay principal and interest, although somewhat more
susceptible to the adverse changes in circumstances and economic conditions;
BBB -- regarded as having an adequate capacity to pay principal and interest;
normally exhibit adequate protection parameters but adverse economic conditions
or changing circumstances are more likely to lead to a weakened capacity to pay
principal and interest than for bonds in A category;
BB -- B -- CCC -- CC -- predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with terms of obligation; BB is
being paid; D -- in default, and payment of principal and/or interest is in
arrears.
The ratings from "AA" to "B" may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.
Excerpt from Standard & Poor's Corporation's rating of municipal note
issues: SP-1+ -- very strong capacity to pay principal and interest;
SP-1 -- strong capacity to pay principal and interest.
Description of S&P's highest commercial papers ratings: A-1+ -- This
designation indicates the degree of safety regarding timely payment is
overwhelming. A-1 -- This designation indicates the degree of safety regarding
timely payment is very strong.
B-18
