VANGUARD PREFERRED STOCK FUND
N-30D, 2000-12-20
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<PAGE>

VANGUARD PREFERRED STOCK FUND

[PHOTO]

ANNUAL REPORT
October 31, 2000

[THE VANGUARD GROUP LOGO]

<PAGE>

OUR REPORTS TO
 THE OWNERS

At Vanguard,  we regard our investors not as mere customers but as owners of the
enterprise.  For that's exactly what a mutual fund shareholder is--part owner of
an investment company.

     In our reports to you on how the company is doing,  we have tried to convey
information  without  hyperbole  and in the context of broad  market  trends and
relevant benchmarks.

     We've introduced several changes to this year's annual reports to make them
even more useful. Among the changes:
o    Larger type and redesigned graphics to make the reports easier to read.
o    An  at-a-glance  summary  of key  points  about  fund  performance  and the
     financial markets.
o    A  table--included   for  many  funds--in  which  the  investment   adviser
     highlights significant changes in holdings.
o    Comparisons of fund  performance and  characteristics  against both a broad
     market index and a "best fit" benchmark.
     We hope  you'll  find  that  these  changes  make  the  reports  even  more
accessible and informative.


SUMMARY

o    Vanguard  Preferred  Stock Fund's return was flat for the 2000 fiscal year,
     as preferred  stock  prices fell due to  heightened  concerns  about credit
     quality.
o    Yields on  high-quality,  long-term bonds generally  declined during the 12
     months, while short-term yields climbed.
o    On December 3, the Preferred Stock Fund passed its first quarter-century.


CONTENTS
1  Letter from the Chairman
6  Report from the Adviser
8  Fund Profile
9  Glossary of Investment Terms
10 Performance Summary
11 Financial Statements
18 Report of Independent Accountants

<PAGE>

LETTER
 from the Chairman

Fellow Shareholders,

Fixed income  investors  shunned riskier  securities  during the 12 months ended
October 31, 2000, and the prices of many preferred stocks declined sharply. As a
result, vanguard preferred stock fund endured a tough 2000 fiscal year and ended
the period with a flat return.

     The  adjacent  table  compares  the fund's  12-month  total return with the
returns of the average  fixed income fund and a broad  measure of the  preferred
stock market. As you can see, your fund lagged both of its comparative measures.

2000 TOTAL RETURNS                            Fiscal Year Ended
                                                     October 31
---------------------------------------------------------------
Vanguard Preferred Stock Fund                              0.0%
Average Fixed Income Fund*                                 4.4
Merrill Lynch Fixed Rate Preferred Stock Index**           0.4
---------------------------------------------------------------
 *Derived from data provided by Lipper Inc.
**Merrill  Lynch  DRD-Eligible  Preferred Index through  February
  2000; Merrill Lynch Fixed Rate Preferred Stock Index thereafter.

     The fund's total return (capital change plus reinvested dividends) is based
on a decline in net asset  value from $9.44 per share on October  31,  1999,  to
$8.84 per share on October 31,  2000,  and is adjusted for the  reinvestment  of
dividends  totaling $0.59 per share paid from net investment  income. The fund's
yield on October 31, 2000, was 6.59%, up from 6.14% a year earlier.

     As you may  recall,  Vanguard  Preferred  Stock  Fund's  board of  trustees
decided  last year to broaden the range of  securities  available  to the fund's
investment  adviser.  Previously,  the  fund was  permitted  to  invest  only in
securities  that  qualified  for  the  70%   intercorporate   dividends-received
deduction (DRD), a special federal tax break available to corporations,  but not
to individual investors. The new policy took effect on March 1, 2000, but so far
the fund's adviser,  Wellington  Management Company,  LLP, has not purchased any
non-DRD-eligible securities.


MARKET BAROMETER                               Average Annual Total Returns
                                              Periods Ended October 31, 2000
--------------------------------------------------------------------------------
                                             One        Three          Five
                                             Year       Years         Years
--------------------------------------------------------------------------------
STOCKS
S&P 500 INDEX (Large-caps)                   6.1%       17.6%         21.7%
RUSSELL 2000 INDEX (Small-caps)             17.4         5.9          12.4
WILSHIRE 5000 INDEX (Entire market)          8.1        16.0          20.1
MSCI EAFE INDEX (International)             -2.7         9.7           8.9
--------------------------------------------------------------------------------
BONDS
LEHMAN AGGREGATE BOND INDEX (Entire market)  7.3%        5.7%          6.3%
LEHMAN 10 YEAR MUNICIPAL BOND INDEX          8.2         5.0           5.7
SALOMON SMITH BARNEY 3-MONTH
 U.S. TREASURY BILL INDEX                    5.7         5.2           5.2
================================================================================
CPI
CONSUMER PRICE INDEX                         3.4%       2.5%           2.5%
--------------------------------------------------------------------------------

Because of its focus on

                                       1
<PAGE>

DRD-eligible securities, Vanguard Preferred Stock Fund may not be an appropriate
investment for individual  investors,  who cannot use the special  corporate tax
deduction  and therefore  are not  compensated  for the interest rate and credit
risks faced by the fund.

FINANCIAL MARKETS IN REVIEW

During the 12 months ended  October 31, the economic  environment  was generally
favorable for stocks and bonds.  Early in the period,  production  rose rapidly,
unemployment fell below 4% of the workforce,  long-term interest rates declined,
and inflation stayed well-behaved, aside from a rise in energy prices.

     But as  the  period  progressed,  evidence  suggested  that  the  economy's
expansion was slowing in the wake of repeated  increases in short-term  interest
rates  engineered by the Federal  Reserve Board.  And despite solid increases in
corporate  earnings,  doubts grew about the  sustainability  of the gains.  As a
result, all was not calm in the stock market or in certain segments of the fixed
income markets. Extreme volatility afflicted the U.S. stock market almost daily,
and although the overall bond market fared well, many higher-yielding securities
took it on the chin.

----------------------
The economic back-
drop was favorable,
on balance, for stocks
and bonds.
----------------------

     Short-term  interest  rates rose  substantially  during the year,  with the
yield on 3-month U.S. Treasury bills increasing more than 1.3 percentage points.
The rise  essentially  matched the  1.25-point  hike in the  federal  funds rate
engineered  in four steps by the Fed,  which was  trying to cool the  economy to
stave  off  inflation.  Yields  were  relatively  flat,  on  balance,  for  most
longer-term  securities.  A rising  federal  budget surplus shrank the supply of
U.S.  Treasury  securities,  and yields of U.S. Treasury bonds declined slightly
for the fiscal  year:  The  30-year  Treasury's  yield fell from 6.16% to 5.79%.
Yields on 10-year Treasuries fell by about a quarter-point.  The Lehman Brothers
Aggregate  Bond  Index,  a proxy  for  investment-grade  bonds,  returned  7.3%,
outpacing the Standard & Poor's 500 Index.

     Though  interest rate movements  always play a big role in the bond market,
concerns  about  credit  quality  took  center  stage  in  recent  months.   The
deceleration  in  economic  growth  prompted  bond  investors  to shy away  from
speculative  issues,  and prices of high-yield  bonds fell; the Lehman  Brothers
High Yield Bond Index  returned  -1.6% due to average price  declines  exceeding
-10%.  Mortgage-backed  securities and  high-quality  corporate  bonds performed
well.

---------------------
Many investors shied
away from speculative
issues during the
fiscal year.
---------------------

The U.S.  stock  market  began the fiscal year like a  skyrocket,  as  investors
exhibited extreme  enthusiasm for  technology-related  stocks.  But beginning in
early spring, investors seemed to grow wary of the

                                       2

<PAGE>

lofty  prices of many tech and  telecommunications  stocks in  relation to their
earnings and other fundamentals. Value stocks--those characterized by relatively
low  prices in  relation  to  earnings,  book  value,  and  dividends--generally
benefited from the market's increased attention to current earnings.

     For the full 12 months,  the  overall  stock  market,  as  measured  by the
Wilshire 5000 Total Market Index,  returned  8.1%--a decent result but below the
double-digit gains investors have seen in recent years. For a change, small- and
mid-capitalization  stocks outpaced their large-cap counterparts.  The small-cap
Russell 2000 Index  returned  17.4% for the 12 months,  11.3  percentage  points
ahead of the return of the large-cap S&P 500 Index,  which  accounts for roughly
three-fourths of the market value of U.S. stocks.

FISCAL 2000 PERFORMANCE OVERVIEW

Although  yields  declined and prices rose modestly for long-term U.S.  Treasury
and  high-quality  corporate  bonds during the fiscal year,  prices declined and
yields rose for securities with less-than-stellar credit quality--including most
preferred  stocks.  The  divergence  in yields  for  higher-  and  lower-quality
securities  stemmed from  investor  concerns  that a slowing  economy and rising
corporate debt levels would result in increased defaults. For Vanguard Preferred
Stock Fund,  the result was a zero return,  as price  decreases for our holdings
offset a healthy 6.4% return from interest income.

     The fund  returned  -2.7%  during  the first  half of the  fiscal  year and
regained that ground--but no more--during the second half.

     The market's  aversion to lower credit  quality hit  preferred  stocks hard
because  preferreds  have lower standing than bonds in a  corporation's  capital
structure.  This  means that  should the  corporation  have  financial  trouble,
bondholders  are paid before holders of its preferred  stock.  This  distinction
makes the Preferred  Stock Fund riskier than the average fixed income fund,  and
it largely  explains why we trailed our average peer during the fiscal year.  We
fared better in relation to our unmanaged  index,  which eked out a 0.4% return.
The index  better  reflects  activity in the market for  preferred  stocks.  The
Report from the Adviser on page 6 provides more details.


TOTAL RETURNS                                 Ten Years Ended
                                              October 31, 2000

                                   Average                    Final Value of
                                    Annual                         a $10,000
                                    Return                Initial Investment
--------------------------------------------------------------------------------
Vanguard Preferred Stock Fund          8.5%                     $22,550
Average Fixed Income Fund              7.3                       20,211
Merrill Lynch Fixed Rate
 Preferred Stock Index*                8.6                       22,845
--------------------------------------------------------------------------------
*Merrill Lynch Perpetual  Preferred  Index through  January 1997;  Merrill
 Lynch DRD-Eligible  Preferred  Index through  February 2000;  Merrill Lynch
 Fixed Rate Preferred Stock Index thereafter.


LONG-TERM PERFORMANCE OVERVIEW

The true  measure  of any  investment  is best  taken  over the long  term.  The
adjacent table presents the

                                       3

<PAGE>

average  annual  returns of Vanguard  Preferred  Stock Fund and its  comparative
benchmarks  for the past ten years.  It also shows the  results of  hypothetical
$10,000 investments made a decade ago in each.

     As you can see, the fund  measured up well against the average fixed income
fund  and  came up just a hair  short of our  benchmark  index,  which is a hard
target  to  beat  because  its  returns   reflect  no   operating   expenses  or
administrative  costs.  Both our absolute  and relative  results were aided by a
general decline in long-term interest rates during the past decade.

     Our  average  return for the decade  may  suggest a smoother  path than our
shareholders   actually   experienced.   There  was  considerable   year-to-year
volatility,  with  fiscal-year  returns  ranging  from a low of -8.5% in 1994--a
period of rapidly rising interest rates--to a high of 23.8% in fiscal 1995, when
rates  fell  sharply.  We offer  this brief  history  lesson as a reminder  that
preferred stock returns are subject to considerable short-term fluctuations.  To
earn solid long-term returns, investors must ride out the short-term swings. For
this reason, we urge investors in Vanguard Preferred Stock Fund to take the long
view and be prepared for interim turbulence.

---------------------
Preferred Stock Fund
investors should be
prepared for interim
turbulence.
---------------------

     Our constant goal is to provide  long-term returns that exceed those of our
competitive  measures.  Our low costs are a  significant  aid as we pursue  this
objective.  Your fund has an expense ratio  (annual  expenses as a percentage of
average  net assets) of 0.39%,  a fraction  of the 1.04%  charged by the average
fixed income fund. That means that for every $1,000 invested in your fund, $3.90
goes toward expenses.  For every $1,000 invested in our average peer,  $10.40 is
consumed by expenses.  Because fund operating and administrative  costs directly
reduce the returns investors receive, our significant cost advantage provides us
with a head start versus funds that charge higher expenses.

     We understand that the past 24 months have been a difficult  period for the
preferred  stock  market,  and we are  grateful for the trust you have placed in
Vanguard and the  Preferred  Stock Fund. We are  confident  that our  investment
approach is a sound way to capture the returns  available from preferred stocks.
We pledge to continue to provide an  attractive  level of after-tax  income at a
cost far lower than that of similar funds.

IN SUMMARY

Though some  investors  will  always be tempted to chase the  hottest-performing
segment of the financial markets--whether it's technology stocks, small-caps, or
long-term  bonds--market  movements over the past 12 months have proven just how
difficult and treacherous that pursuit can be.

     Sectors  fall in and out of  favor,  asset  classes  shift  from  leader to
laggard, and securities rise and fall in unpredictable patterns. We suggest that
rather

                                       4

<PAGE>

than  fighting  these  truths of  investing,  you use them to your  advantage by
constructing a diversified,  portfolio of stock funds,  fixed income funds,  and
short-term  investments  that strikes a reasonable  balance between the risk and
rewards of the financial markets.


Sincerely,


/S/
JOHN J. BRENNAN

[PHOTO]
JOHN J. BRENNAN
Chairman and
Chief Executive Officer

November 15, 2000

                                       5

<PAGE>

REPORT
 from the Adviser         WELLINGTON MANAGEMENT COMPANY, LLP


For the 6- and 12-month periods ended October 31, 2000, VANGUARD PREFERRED STOCK
FUND posted total returns of 2.8% and 0.0%,  respectively.  Our returns  reflect
the decline in the prices of many preferred stocks during the fiscal year.

THE INVESTMENT ENVIRONMENT

The fiscal year began on November  1, 1999,  with the yield of the 30-year  U.S.
Treasury  bond at 6.16% and the  yield of a  representative  preferred  stock at
6.63%.  Twelve months later,  the long-term  Treasury  bond's yield was 37 basis
points lower,  while preferred  stock yields were 47 basis points higher.  Thus,
the yield differential between riskless Treasuries and preferred stocks expanded
by 84  basis  points  (or  just  under  one  percentage  point),  reflecting  an
unfavorable  environment  for  preferred  stocks.  This  unusual  split  in  the
direction of yields  occurred during a time when the supplies of both preferreds
and Treasuries  were  shrinking.  The current  difference  between the yields of
a-rated  utilities'  perpetual  preferreds  and 30-year  Treasuries is 259 basis
points,  up from 239 basis points six months ago. The ten-year average spread is
196 basis points. The upshot is that, on a historical basis,  preferreds are now
inexpensive versus Treasuries.  Compared with municipal bonds,  preferreds today
offer 90 basis points of  additional  after-tax  yield,  well above the ten-year
average of 59 basis points.

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The adviser believes that the fund can provide a relatively high and sustainable
level  of  income  by  investing  primarily  in  dividend-paying,  high-quality,
preferred stocks.
--------------------------------------------------------------------------------

     A positive factor for preferred  securities  during the fiscal year was the
absence   of   discussion   in   Congress    about    lowering   the   corporate
dividends-received  deduction (DRD). Proposals to lower the DRD have surfaced in
the past,  but we know of no current  proposals  to change it from the  existing
level of 70%.  As  discussed  in the last  annual  report,  the fund's  board of
trustees  has  broadened  our  investment  guidelines  to allow  us to  purchase
non-DRD-eligible  securities  when  attractively  priced DRD  preferreds are not
available. So far, we have not exercised this option.

THE FISCAL YEAR IN REVIEW

The fund experienced no interruptions in dividend payments,  and income remained
reasonably stable. The fund's investments continue to be well- diversified, with
holdings from nearly 50 issuers.

     As yields of long-term Treasury bonds declined,  yields of preferred stocks
did not follow suit, as one might have expected from securities with

                                       6

<PAGE>

long  average  durations.  This is  because  risk  premiums  widened  across all
domestic fixed income sectors, including preferreds. (Typically, longer-maturity
fixed income  securities  such as bonds and preferred  stocks  benefit more from
declines in interest  rates,  just as they suffer more when rates  rise.) As the
Federal Reserve Board attempted to curtail credit to slow the domestic  economy,
the  marginal  borrower--any  issuer that ranked  relatively  low in the capital
structure--had  to pay a relatively  steeper price to obtain  credit.  Preferred
stock issuers were no exception,  because  preferred  stock ranks below ordinary
bonds in corporations' capital structure;  that is, preferred dividends are paid
only after other debt obligations are met.

     We believe that the Fed has  accomplished  its goal of slowing the domestic
economy to a less-inflationary  rate of growth and that, as a consequence,  risk
premiums should remain stable or even contract slightly.  Thus, we expect to see
the fund  earn  back some of the  ground  it lost due to the  widening  of yield
spreads in fiscal 2000.

THE FUND'S POSITION

The investment  goals and strategy of the fund are consistent  with those put in
place  at  its  inception  a   quarter-century   ago.  We  purchase   relatively
high-quality  preferred  stocks  with  the  goal of  providing  sustainable  and
attractive  after-tax  income. We attempt to control income risk and variability
by  investing  in  securities  with call  protection  that are  issued by highly
creditworthy  companies.  We attempt to maintain income stability  through broad
diversification; securities from 46 issuers were in the fund on October 31.

     The risk to the  fund's  net asset  value  from a  reduction  in the DRD is
always present,  as is the risk of price declines for our holdings due to rising
long-term  interest  rates.  These  risks  cannot be hedged  over the long term.
Lacking a stated maturity,  preferreds  perform poorly when rates are rising and
well when  rates are  falling.  We expect  rates to fall  slightly  because  the
domestic economy is slowing.  We also believe that the next change in short-term
rates by the Federal Reserve could be to cut them.

     As of October  31, the fund's  credit-quality  breakdown  (based on Moody's
Investors Service ratings) was cash/Treasuries, 4%; aa-rated securities, 27%; a,
47%; and baa, 22%. The electric  utility sector is the fund's  largest  industry
exposure,  representing  about  half of  total  assets.  High-quality  financial
services companies  accounted for the next-largest  industry  exposure.

Earl E. McEvoy, Senior Vice President and Portfolio Manager

November 10, 2000

                                       7

<PAGE>

FUND PROFILE                               As of October 31, 2000
 for Preferred Stock Fund

This Profile provides a snapshot of the fund's  characteristics,  compared where
appropriate  to both an  unmanaged  index that we  consider a "best fit" for the
fund and a broad market index. Key terms are defined on page 9.

----------------------------------------------------------
PORTFOLIO CHARACTERISTICS
                                                   Lehman
                         Fund       Best Fit*      Index**
----------------------------------------------------------
Number of Securities      49            152        6,044
Yield                    6.6%          8.5%         7.0%
Average Coupon           6.5%          8.3%         6.9%
Average Quality            a2            a3          Aaa
Turnover Rate              6%            --           --
Expense Ratio           0.39%            --           --
Cash Investments         3.6%            --           --
----------------------------------------------------------
 *Merrill Lynch Fixed Rate Preferred Stock Index.
**Lehman Aggregate Bond Index.


---------------------------------------------
TEN LARGEST HOLDINGS
 (% of total net assets)
Federal Home Loan Mortgage Corp.        11.5%
USA Education                            4.7
Florida Power & Light Co.                3.9
Alabama Power Co.                        3.8
PacifiCorp                               3.8
Citigroup, Inc.                          3.8
South Carolina Electric & Gas Co.        3.1
Indianapolis Power & Light               3.1
Virginia Electric & Power Co.            2.9
PPL Electric Utilities Corp.             2.8
---------------------------------------------
Top Ten                                 43.4%
---------------------------------------------

-----------------------------
DISTRIBUTION BY COUPON
 (% of portfolio)
Under 4%         2.7%
4%-5%            1.4
5%-6%           25.6
6%-7%           39.9
7%-8%           30.4
8%-9%            0.0
9%-10%           0.0
Over 10%         0.0
-----------------------------
Total          100.0%
-----------------------------

-------------------------------------------------
SECTOR DIVERSIFICATION
 (% of preferred stocks)
Auto & Transportation         0.0%
Consumer Discretionary        0.0
Consumer Staples              0.3
Financial Services           43.4
Health Care                   0.0
Integrated Oils               0.0
Other Energy                  1.1
Materials & Processing        3.4
Producer Durables             0.0
Technology                    0.8
Utilities                    51.0
Other                         0.0
-------------------------------------------------

-------------------------
DISTRIBUTION BY
 CREDIT QUALITY
 (% of preferred stocks)
Treasury/Agency      1.5%
aaa                  0.0
aa                  27.4
a                   47.4
baa                 22.1
ba                   0.0
b                    0.0
Not Rated            1.6
-------------------------
Total              100.0%
-------------------------

                                       8
<PAGE>

GLOSSARY
 of Investment Terms

AVERAGE COUPON. The average interest rate paid on the securities held by a fund.
It is expressed as a percentage of face value.
--------------------------------------------------------------------------------
AVERAGE QUALITY.  An indicator of credit risk, this figure is the average of the
ratings assigned to a fund's securities holdings by credit-rating  agencies. The
agencies make their  judgment after  appraising an issuer's  ability to meet its
obligations.  Quality  is  graded  on a  scale,  with  aaa  indicating  the most
creditworthy issuers of preferred stocks.
--------------------------------------------------------------------------------
CASH  INVESTMENTS.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly liquid, short-term, interest-bearing securities.
--------------------------------------------------------------------------------
DISTRIBUTION  BY COUPON.  A breakdown of the  securities in a fund  according to
coupon rate--the  interest rate that an issuer promises to pay,  expressed as an
annual percentage of face value. Securities with unusually high coupon rates may
be  subject  to call  risk,  the  possibility  that  they will be  redeemed  (or
"called") early by the issuer.
--------------------------------------------------------------------------------
EXPENSE  RATIO.  The  percentage of a fund's  average net assets used to pay its
annual  administrative  and advisory  expenses.  These expenses  directly reduce
returns to investors.
--------------------------------------------------------------------------------
TURNOVER  RATE. An indication of trading  activity  during the past year.  Funds
with high turnover rates incur higher  transaction  costs and are more likely to
distribute capital gains (which are taxable to investors).
--------------------------------------------------------------------------------
YIELD.  A snapshot of a fund's  income from interest and  dividends.  The yield,
expressed  as a  percentage  of the fund's net asset  value,  is based on income
earned over the past 30 days and is  annualized,  or  projected  forward for the
coming year.  The index yield is the rate of return an investor would receive if
the securities were held to their maturity dates.
--------------------------------------------------------------------------------

                                       9

<PAGE>

PERFORMANCE SUMMARY
 for Preferred Stock Fund

All of the data on this page represent past performance, which cannot be used to
predict  future returns that may be achieved by the fund.  Note,  too, that both
share  price and  return  can  fluctuate  widely.  An  investor's  shares,  when
redeemed, could be worth more or less than their original cost.

--------------------------------------------------------------------------------
TOTAL INVESTMENT RETURNS (%)     October 31, 1990-October 31, 2000
--------------------------------------------------------------------------------
          PREFERRED STOCK FUND      MERRILL LYNCH
                                           INDEX*
FISCAL   CAPITAL  INCOME   TOTAL        TOTAL
YEAR     RETURN   RETURN   RETURN      RETURN
--------------------------------------------------------------------------------
1991       10.2%   10.6%    20.8%       28.8%
1992        2.9     8.4     11.3        13.5
1993        7.2     8.4     15.6        10.4
1994      -15.2     6.7     -8.5        -5.0
1995       15.1     8.7     23.8        18.0
1996        0.6     7.4      8.0         7.4
1997        5.2     7.2     12.4         8.8
1998        1.9     6.1      8.0         6.4
1999       -7.8     5.3     -2.5         1.2
2000       -6.4     6.4      0.0         0.4
--------------------------------------------------------------------------------
*Merrill Lynch Perpetual  Preferred  Index through  January 1997;  Merrill Lynch
DRD-Eligible  Preferred  Index through  February 2000;  Merrill Lynch Fixed Rate
Preferred Stock Index thereafter.
See  Financial  Highlights  table  on page 15 for  dividend  and  capital  gains
information for the past five years.
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
CUMULATIVE PERFORMANCE October 31, 1990-October 31, 2000

[CHART]
INITIAL INVESTMENT OF $10,000

   QUARTER    PREFERRED     AVERAGE FIXED    MERRILL LYNCH     LEHMAM AGGREGATE
    ENDED    STOCK FUND      INCOME FUND      FIXED RATE           BOND INDEX
                                           PREFERRED STOCK
   199010   $  10000       $  10000         $  10000                $  10000
   199101      10575          10416            10830                   10503
   199104      11132          10931            11689                   10781
   199107      11296          11193            11917                   10988
   199110      12083          11789            12877                   11581
   199201      12673          12114            13456                   11871
   199204      12694          12273            13639                   11966
   199207      13382          12883            14258                   12612
   199210      13454          12958            14620                   12719
   199301      13903          13377            14825                   13174
   199304      14492          13765            15371                   13553
   199307      14940          14138            15739                   13894
   199310      15547          14440            16141                   14229
   199401      15617          14603            16426                   14378
   199404      14540          13959            15325                   13668
   199407      14655          14118            15563                   13907
   199410      14233          13979            15336                   13707
   199501      14670          14133            15835                   14045
   199504      15826          14679            16757                   14667
   199507      16730          15264            17454                   15313
   199510      17619          15721            18088                   15852
   199601      18066          16259            18602                   16426
   199604      17730          15830            18475                   15935
   199607      18211          16078            18772                   16161
   199610      19035          16640            19427                   16779
   199701      19430          16914            19787                   16962
   199704      19853          16900            20144                   17064
   199707      20985          17736            20692                   17900
   199710      21402          18040            21129                   18271
   199801      22228          18536            21642                   18780
   199804      22464          18605            21773                   18926
   199807      23007          18950            22310                   19309
   199810      23114          19099            22486                   19978
   199901      23486          19511            22885                   20297
   199904      23716          19396            23166                   20113
   199907      23041          19182            23004                   19790
   199910      22542          19364            22746                   20084
   200001      21722          19341            21888                   19922
   200004      21939          19425            22065                   20366
   200007      21969          19886            22799                   20971
   200010      22550          20211            22845                   21550

                       AVERAGE ANNUAL TOTAL RETURNS
                      PERIODS ENDED OCTOBER 31, 2000           FINAL VALUE
                     --------------------------------         OF A $10,000
                            1 YEAR     5 YEARS     10 YEARS     INVESTMENT
--------------------------------------------------------------------------------
Preferred Stock Fund         0.03%       5.06%        8.47%        $22,550
Average Fixed Income Fund*   4.37        5.15         7.29          20,211
Merrill Lynch Fixed Rate
 Preferred Stock Index**     0.44        4.78         8.61          22,845
Lehman Aggregate Bond Index  7.30        6.33         7.98          21,550
--------------------------------------------------------------------------------
 *Derived from data provided by Lipper Inc.
**Merrill  Lynch Perpetual  Preferred Index through January 1997;  Merrill Lynch
DRD-Eligible  Preferred  Index through  February 2000;  Merrill Lynch Fixed Rate
Preferred Stock Index thereafter.

                                       11

<PAGE>


FINANCIAL STATEMENTS
 October 31, 2000

STATEMENT OF NET ASSETS

This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped and  subtotaled by asset type  (preferred  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price, or Net Asset Value (NAV) Per Share.

     At the end of the Statement of Net Assets, you will find a table displaying
the  composition of the fund's net assets on both a dollar and per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of the statement date. Any Accumulated Net Realized  Losses,  and any cumulative
excess of  distributions  over net income or net realized gains,  will appear as
negative  balances.  Unrealized  Appreciation  (Depreciation)  is the difference
between the market value of the fund's  investments and their cost, and reflects
the gains  (losses)  that would be  realized if the fund were to sell all of its
investments at their statement-date values.

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
PREFERRED STOCK FUND                           SHARES                (000)
--------------------------------------------------------------------------------
PREFERRED STOCKS (94.9%)
--------------------------------------------------------------------------------
CONSUMER STAPLES (0.3%)
 Stokely-Van Camp Corp. 5.00%                  45,000           $      631
                                                                ----------

FINANCIAL SERVICES (41.1%)
 BANKS--NEW YORK CITY (4.0%)
 The Chase Manhattan Corp.
  4.96%                                        25,000                1,128
 HSBC USA, Inc. $2.858                         50,000                2,038
 J. P. Morgan & Co., Inc. 6.625%              100,000                5,081

 BANKS--OUTSIDE NEW YORK CITY (7.4 %)
(1)ABN-AMRO North America 6.59%                 4,000                3,775
   Comerica, Inc. 6.84%                        50,000                2,487
   FleetBoston Financial
    Corp. 6.75%                               100,000                5,175
   PNC Financial Services
    Group 6.05%                                25,000                1,250
   Wells Fargo & Co 6.59%                      50,000                2,518

 DIVERSIFIED FINANCIAL SERVICES (3.8%)
 Citigroup, Inc. 6.365%                       170,000                7,682

 FINANCE COMPANIES (5.4%)
 Heller Financial, Inc. 6.687%                 15,000                1,328
 USA Education 6.97%                          200,000                9,600

 FINANCIAL--MISCELLANEOUS (15.7%)
 Federal Home Loan Mortgage
  Corp. 5.00%                                 250,000           $    9,938
 Federal Home Loan Mortgage
  Corp. 5.10%                                 100,000                4,228
 Federal Home Loan Mortgage
  Corp. 5.79%                                 198,400                9,325
 Federal National Mortgage
  Assn. 6.45%                                 100,000                4,912
 MBNA Corp. 7.50%                             150,000                3,675

 INSURANCE--PROPERTY-CASUALTY (2.3%)
(1)Hillbrook Insurance Co. 5.90%                   55                4,785

 SECURITIES BROKERS & SERVICES (2.5%)
 Morgan Stanley Dean Witter
  Co. 7.75%                                   100,000                5,081
                                                                ----------
                                                                    84,006
                                                                ----------
OTHER ENERGY (1.0%)
 Apache Corp. 5.68%                            25,000                2,074
                                                                ----------

MATERIALS & PROCESSING (3.3%)
 Alcoa, Inc. $3.75                             77,490                4,301
 E.I. du Pont de Nemours &
  Co. 3.50%                                    15,600                  831
 E.I. du Pont de Nemours &
  Co. $4.50                                    22,925                1,536
                                                                ----------
                                                                     6,668
                                                                ----------

                                       11

<PAGE>

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
PREFERRED STOCK FUND                           SHARES                (000)
--------------------------------------------------------------------------------
TECHNOLOGY (0.7%)
 International Business Machines
  Corp. 7.50%                                  57,500           $    1,455
                                                                ----------

UTILITIES--ELECTRICAL (48.5%)
 Alabama Power Co. 5.20%                      400,000                7,800
 Baltimore Gas & Electric
  Co. 7.125%                                   52,000                5,458
 Boston Edison Co. 4.78%                        2,000                  136
 Carolina Power & Light Co. 5.44%               4,319                  332
 Duke Energy Corp. 7.85%                       20,544                2,160
 Duquesne Light Co. 3.75%                       4,200                  118
 Florida Power & Light Co. 6.98%               80,000                7,998
 Idaho Power Co. 7.07%                         25,000                2,401
 Indianapolis Power & Light 5.65%              75,000                6,253
 Monongahela Power Co. 7.73%                   50,000                5,091
 PECO Energy Co. $7.48                         50,000                4,907
 PPL Electric Utilities Corp. 6.75%            60,000                5,760
 PSI Energy Inc. 6.875%                        25,000                2,416
 Pacific Gas & Electric Co. 7.04%             176,650                4,240
 PacifiCorp 7.48%                              75,000                7,716
 Puget Sound Energy 7.45%                     200,000                5,113
 San Diego Gas & Electric
  Co. $1.70                                   140,000                3,525
 Sierra Pacific Power Co. 7.80%               200,000                5,425
 South Carolina Electric & Gas
  Co. 6.52%                                    65,000                6,320
 TXU Electric Co. $7.98                        45,000                4,545
 Union Electric Co. $7.64                      25,000                2,536
 Virginia Electric & Power
  Co. $6.98                                    60,000                5,990
 Wisconsin Power & Light
  Co. 6.20%                                    18,500                1,667
 Wisconsin Public Service
  Corp. 6.88%                                  10,000                1,013
                                                                ----------
                                                                    98,920
                                                                ----------
--------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
 (Cost $209,071)                                                   193,754
--------------------------------------------------------------------------------
                                                 FACE
                                               AMOUNT
                                                (000)
--------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATION (1.5%)
--------------------------------------------------------------------------------
U.S. TREASURY NOTE
 5.75%, 8/15/2010
 (Cost $3,008)                                 $3,000                2,997
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                 FACE               MARKET
                                               AMOUNT               VALUE*
                                                (000)                (000)
--------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENT (3.5%)
--------------------------------------------------------------------------------
REPURCHASE AGREEMENT
Collateralized by U.S. Government
 Obligations in a Pooled
 Cash Account
 6.56%, 11/1/2000
 (Cost $7,170)                                 $7,170           $    7,170
--------------------------------------------------------------------------------
TOTAL INVESTMENTS (99.9%)
 (Cost $219,249)                                                   203,921
--------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (0.1%)
--------------------------------------------------------------------------------
Other Assets--Note C                                                   760
Liabilities                                                           (570)
                                                                ----------
                                                                       190
                                                                ----------
--------------------------------------------------------------------------------
NET ASSETS (100%)
--------------------------------------------------------------------------------
Applicable to 23,093,213 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                       $204,111
================================================================================

NET ASSET VALUE PER SHARE                                            $8.84
================================================================================
*See Note A in Notes to Financial Statements.
(1)Security  exempt from  registration  under Rule 144A of the Securities
   Act of 1933.  These  securities may be sold in transactions  exempt
   from  registration, normally to qualified  institutional  buyers. At
   October 31, 2000, the aggregate value of these securities was
   $8,560,000, representing 4.2% of net assets.

--------------------------------------------------------------------------------
AT OCTOBER 31, 2000, NET ASSETS CONSISTED OF:
--------------------------------------------------------------------------------
                             Amount               Per
                              (000)             Share
--------------------------------------------------------------------------------
Paid in Capital          $ 230,304             $9.97
Undistributed Net
 Investment Income             966               .04
Accumulated Net
 Realized Loss--Note D     (11,831)             (.51)
Unrealized Depreciation--
 Note E                    (15,328)             (.66)
--------------------------------------------------------------------------------
NET ASSETS                $204,111             $8.84
================================================================================

                                       12

<PAGE>

STATEMENT OF OPERATIONS

This Statement  shows dividend and interest income earned by the fund during the
reporting period,  and details the operating expenses charged to the fund. These
expenses  directly  reduce the amount of investment  income  available to pay to
shareholders  as  dividends.  This  Statement  also  shows  any Net Gain  (Loss)
realized  on the  sale of  investments,  and the  increase  or  decrease  in the
Unrealized Appreciation (Depreciation) on investments during the period.


--------------------------------------------------------------------------------
                                                            PREFERRED STOCK FUND
                                                     YEAR ENDED OCTOBER 31, 2000
                                                                           (000)
--------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
  Dividends                                                             $16,358
  Interest                                                                  258
--------------------------------------------------------------------------------
   Total Income                                                          16,616
--------------------------------------------------------------------------------
EXPENSES
  Investment Advisory Fee --Note B                                          337
  The Vanguard Group--Note C
   Management and Administrative                                            515
   Marketing and Distribution                                                43
  Custodian Fees                                                             15
  Auditing Fees                                                               9
  Shareholders' Reports                                                      18
--------------------------------------------------------------------------------
    Total Expenses                                                          937
--------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    15,679
--------------------------------------------------------------------------------
REALIZED NET LOSS ON INVESTMENT SECURITIES SOLD                         (11,638)
--------------------------------------------------------------------------------
CHANGE  IN  UNREALIZED  APPRECIATION
  (DEPRECIATION)  OF  INVESTMENT  SECURITIES                             (6,972)
--------------------------------------------------------------------------------
NET  INCREASE  IN  NET  ASSETS  RESULTING  FROM  OPERATIONS             $(2,931)
================================================================================

                                       13

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

This Statement shows how the fund's total net assets changed during the two most
recent reporting periods. The Operations section summarizes information detailed
in  the  Statement  of  Operations.   The  amounts  shown  as  Distributions  to
shareholders  from the fund's net  income  and  capital  gains may not match the
amounts shown in the Operations section, because distributions are determined on
a tax  basis  and may be made in a period  different  from the one in which  the
income was earned or the gains were  realized on the financial  statements.  The
Capital Share Transactions section shows the amount shareholders invested in the
fund,  either by purchasing shares or by reinvesting  distributions,  as well as
the amounts redeemed.  The  corresponding  numbers of Shares Issued and Redeemed
are shown at the end of the Statement.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                                                  PREFERRED STOCK FUND
                                                                 YEAR ENDED OCTOBER 31,
                                                              -----------------------------------
                                                               2000             1999
                                                               (000)            (000)
-------------------------------------------------------------------------------------------------
<S>                                                             <C>              <C>
-------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                 $   15,679       $   20,619
   Realized Net Gain                                        (11,638)            (110)
   Change in Unrealized Appreciation (Depreciation)          (6,972)         (28,274)
-------------------------------------------------------------------------------------------------
      Net Decrease in Net Assets Resulting from Operations   (2,931)          (7,765)
-------------------------------------------------------------------------------------------------
DISTRIBUTIONS
    Net Investment Income                                   (15,890)         (19,870)
    Realized Capital Gain                                        -            (4,518)
-------------------------------------------------------------------------------------------------
      Total Distributions                                   (15,890)         (24,388)
-------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS1
    Issued                                                   23,063           86,045
    Issued in Lieu of Cash Distributions                     11,381           18,858
    Redeemed                                               (126,064)        (138,952)
-------------------------------------------------------------------------------------------------
      Net Decrease from Capital Share Transactions          (91,620)         (34,049)
-------------------------------------------------------------------------------------------------
    Total Decrease                                         (110,441)         (66,202)
-------------------------------------------------------------------------------------------------
NET ASSETS
    Beginning of Year                                       314,552          380,754
-------------------------------------------------------------------------------------------------
    End of Year                                            $204,111         $314,552
=================================================================================================

1Shares Issued (Redeemed)
    Issued                                                    2,578            8,516
    Issued in Lieu of Cash Distributions                      1,280            1,886
    Redeemed                                                (14,085)         (13,836)
-------------------------------------------------------------------------------------------------

      Net Decrease in Shares Outstanding                    (10,227)          (3,434)
=================================================================================================
</TABLE>

                                       14

<PAGE>

FINANCIAL HIGHLIGHTS

This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders on a per-share  basis. It also presents the fund's Total Return and
shows net  investment  income and expenses as percentages of average net assets.
These data will help you assess:  the  variability  of the fund's net income and
total returns from year to year;  the relative  contributions  of net income and
capital gains to the fund's total return; how much it costs to operate the fund;
and the extent to which the fund tends to distribute  capital  gains.  The table
also  shows the  Portfolio  Turnover  Rate,  a measure of  trading  activity.  A
turnover  rate of 100% means that the  average  security is held in the fund for
one year.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                                   PREFERRED STOCK FUND
                                                                   YEAR ENDED OCTOBER 31,
FOR A SHARE OUTSTANDING                       -------------------------------------------------------
THROUGHOUT EACH PERIOD                           2000        1999       1998      1997      1996
-----------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>         <C>        <C>       <C>
NET ASSET VALUE, BEGINNING OF YEAR               $9.44       $10.36      $10.17      $9.67     $9.61
-----------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                            .59         .590         .58        .63       .69
  Net Realized and Unrealized Gain (Loss)
      on Investments                              (.60)       (.825)        .22        .53       .04
-----------------------------------------------------------------------------------------------------
      Total from Investment Operations            (.01)       (.235)        .80       1.16       .73
-----------------------------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income            (.59)       (.560)       (.61)      (.66)     (.67)
  Distributions from Realized Capital Gains          -        (.125)          -          -         -
-----------------------------------------------------------------------------------------------------
      Total Distributions                         (.59)       (.685)       (.61)      (.66)     (.67)
-----------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                     $8.84        $9.44      $10.36     $10.17     $9.67
=====================================================================================================
TOTAL RETURN                                      0.03%       -2.47%       8.00%     12.44%     8.04%
=====================================================================================================
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Year (Millions)              $204         $315        $381       $320      $286
  Ratio of Total Expenses to
       Average Net Assets                        0.39%        0.36%       0.36%      0.37%     0.39%
  Ratio of Net Investment Income to
       Average Net Assets                        6.47%        5.76%       5.60%      6.41%     7.23%
  Portfolio Turnover Rate                           6%          11%         39%        34%       31%
=====================================================================================================
</TABLE>

                                       15

<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard  Preferred Stock Fund is registered under the Investment Company Act of
1940 as a diversified open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles for U.S. mutual funds. The fund consistently follows such
policies in preparing its financial statements.

     1. SECURITY  VALUATION:  Equity  securities are valued at the latest quoted
sales  prices  as of the  close  of  trading  on the  New  York  Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades.  Bonds are valued using the lastest bid prices or using valuations based
on a matrix system (which  considers  such factors as security  prices,  yields,
maturities,  and ratings),  both as furnished by independent  pricing  services.
Temporary cash investments are valued at cost, which approximates  market value.
Securities for which market  quotations are not readily  available are valued by
methods deemed by the board of trustees to represent fair value.

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

     3.  REPURCHASE  AGREEMENTS:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a pooled cash account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.

     4.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes.

     5. OTHER:  Dividend  income is recorded on the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Wellington  Management Company, llp, provides investment advisory services to
the fund for a fee  calculated  at an  annual  percentage  rate of  average  net
assets.  For the year ended October 31, 2000,  the advisory fee  represented  an
effective annual rate of 0.14% of the fund's average net assets.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  board of  trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At October 31, 2000, the fund had  contributed  capital of $38,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.04% of  Vanguard's  capitalization.  The fund's  trustees and officers are
also directors and officers of Vanguard.

D. During the year ended October 31, 2000,  the fund  purchased  $13,159,000  of
investment securities and sold $115,331,000 of investment securities, other than
U.S. government securities and temporary cash investments.

                                       16

<PAGE>

     At October 31, 2000, the fund had available a capital loss  carryforward of
$11,748,000 to offset future net capital gains of $110,000  through  October 31,
2007, and $11,638,000 through October 31, 2008.

E. At October 31, 2000, net unrealized depreciation of investment securities for
financial reporting and federal income tax purposes was $15,328,000,  consisting
of  unrealized  gains of  $673,000 on  securities  that had risen in value since
their  purchase and  $16,001,000  in unrealized  losses on  securities  that had
fallen in value since their purchase.

                                       17

<PAGE>

REPORT
 of Independent Accountants

To the Shareholders and Trustees of Vanguard Preferred Stock Fund

In our  opinion,  the  accompanying  statement  of net  assets  and the  related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
Vanguard  Preferred  Stock Fund (the "Fund") at October 31, 2000, the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended and the financial  highlights for each
of the five  years in the period  then  ended,  in  conformity  with  accounting
principles  generally accepted in the United States of America.  These financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement presentation.  We believe that our audits, which included confirmation
of securities at October 31, 2000 by correspondence with the custodian,  provide
a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

November 29, 2000




--------------------------------------------------------------------------------
SPECIAL 2000 TAX INFORMATION (UNAUDITED) FOR
VANGUARD PREFERRED STOCK FUND

This  information  for the fiscal  year ended  October  31,  2000,  is  included
pursuant to provisions of the Internal Revenue Code.

     For corporate shareholders, 100% of investment income (dividend income plus
short-term gains, if any) qualifies for the dividends-received deduction.

                                       18

<PAGE>

THE VANGUARD(R)
 Family of Funds

STOCK FUNDS
500 Index Fund
Calvert Social Index(TM) Fund
Capital Opportunity Fund
Convertible Securities Fund
Developed Markets Index Fund
Emerging Markets Stock
 Index Fund
Energy Fund
Equity Income Fund
European Stock Index Fund
Explorer(TM) Fund
Extended Market Index Fund
Global Equity Fund
Gold and Precious Metals Fund
Growth and Income Fund
Growth Equity Fund
Growth Index Fund
Health Care Fund
Institutional Developed Markets
 Index Fund
Institutional Index Fund
International Growth Fund
International Value Fund
Mid-Cap Index Fund
Morgan(TM) Growth Fund
Pacific Stock Index Fund
PRIMECAP Fund
REIT Index Fund
Selected Value Fund
Small-Cap Growth Index Fund
Small-Cap Index Fund
Small-Cap Value Index Fund
Strategic Equity Fund
Tax-Managed Capital
 Appreciation Fund
Tax-Managed Growth and
 Income Fund
Tax-Managed International Fund
Tax-Managed Small-Cap Fund
Total International Stock
 Index Fund
Total Stock Market Index Fund
U.S. Growth Fund
U.S. Value Fund
Utilities Income Fund
Value Index Fund
Windsor(TM) Fund
Windsor(TM) II Fund

BALANCED FUNDS
Asset Allocation Fund
Balanced Index Fund
Global Asset Allocation Fund
LifeStrategy(R) Conservative
 Growth Fund
LifeStrategy(R) Growth Fund
LifeStrategy(R) Income Fund
LifeStrategy(R) Moderate
 Growth Fund
STAR(TM) Fund
Tax-Managed Balanced Fund
Wellesley(R) Income Fund
Wellington(TM) Fund

BOND FUNDS
Admiral(TM) Intermediate-Term
 Treasury Fund
Admiral(TM) Long-Term
 Treasury Fund
Admiral(TM) Short-Term
 Treasury Fund
GNMA Fund
High-Yield Corporate Fund
High-Yield Tax-Exempt Fund
Inflation-Protected Securities Fund
Insured Long-Term
 Tax-Exempt Fund
Intermediate-Term Bond
 Index Fund
Intermediate-Term Corporate Fund
Intermediate-Term
 Tax-Exempt Fund
Intermediate-Term Treasury Fund
Limited-Term Tax-Exempt Fund
Long-Term Bond Index Fund
Long-Term Corporate Fund
Long-Term Tax-Exempt Fund
Long-Term Treasury Fund
Preferred Stock Fund
Short-Term Bond Index Fund
Short-Term Corporate Fund
Short-Term Federal Fund
Short-Term Tax-Exempt Fund
Short-Term Treasury Fund
State Tax-Exempt Bond Funds
(California, Florida, Massachusetts, New Jersey,
 New York, Ohio, Pennsylvania)
Total Bond Market Index Fund

MONEY MARKET FUNDS
Admiral(TM) Treasury Money
 Market Fund
Federal Money Market Fund
Prime Money Market Fund
State Tax-Exempt Money Market Funds
(California, New Jersey,
 New York, Ohio, Pennsylvania)
Tax-Exempt Money Market Fund
Treasury Money Market Fund

VARIABLE ANNUITY PLAN
Balanced Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
High-Grade Bond Portfolio
High Yield Bond Portfolio
International Portfolio
Mid-Cap Index Portfolio
Money Market Portfolio
REIT Index Portfolio
Short-Term Corporate Portfolio
Small Company Growth Portfolio


For information  about Vanguard funds and our variable  annuity plan,  including
charges and  expenses,  obtain a prospectus  from The Vanguard  Group,  P.O. Box
2600,  Valley Forge, PA 19482-2600.  Read it carefully before you invest or send
money.

                                       19

<PAGE>

THE PEOPLE
 Who Govern Your Fund

The  trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests  since,  as a shareholder,  you are part owner of
the fund.  Your  fund  trustees  also  serve on the  board of  directors  of The
Vanguard  Group,  which is owned by the  funds  and  exists  solely  to  provide
services to them on an at-cost basis.

     Six of Vanguard's  seven board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
sizable personal investments they have made as private  individuals.  They bring
distinguished  backgrounds  in business,  academia,  and public service to their
task of working with Vanguard officers to establish the policies and oversee the
activities of the funds.

     Among board members' responsibilities are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  trustees/  directors;  and electing
Vanguard officers.

     The list below provides a brief description of each trustee's  professional
affiliations.  The year in which the trustee  joined the Vanguard board is noted
in parentheses.

--------------------------------------------------------------------------------
TRUSTEES
JOHN J. BRENNAN  (1987)  Chairman of the Board,  Chief  Executive  Officer,  and
Director/Trustee  of The Vanguard  Group,  Inc.,  and of each of the  investment
companies in The Vanguard Group.

JOANN HEFFERNAN HEISEN (1998) Vice President,  Chief Information  Officer, and a
member of the  Executive  Committee of Johnson & Johnson;  Director of Johnson &
Johnson*Merck Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.

BRUCE K.  MACLAURY  (1990)  President  Emeritus  of The  Brookings  Institution;
Director of  American  Express  Bank Ltd.,  The St. Paul  Companies,  Inc.,  and
National Steel Corp.

BURTON G. MALKIEL  (1977)  Chemical  Bank  Chairman's  Professor  of  Economics,
Princeton  University;  Director of Prudential  Insurance Co. of America,  Banco
Bilbao  Argentaria,  Gestion,  BKF Capital,  The Jeffrey Co., NeuVis,  Inc., and
Select Sector SPDR Trust.

ALFRED M. RANKIN, JR. (1993) Chairman,  President,  Chief Executive Officer, and
Director of NACCO Industries, Inc.; Director of The BFGoodrich Co.

JAMES O. WELCH,  JR.  (1971)  Retired  Chairman of Nabisco  Brands,  Inc.  (Food
Products);  retired Vice  Chairman and Director of RJR Nabisco (Food and Tobacco
Products); Director of TECO Energy, Inc., and Kmart Corp.

J. LAWRENCE WILSON (1985) Retired Chairman and Chief Executive Officer of Rohm &
Haas Co.; Director of AmeriSource  Health  Corporation,  Cummins Engine Co., and
The Mead Corp.; Trustee of Vanderbilt University.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
OTHER FUND OFFICERS
RAYMOND J. KLAPINSKY, Secretary; Managing Director and Secretary of The Vanguard
Group,  Inc.;  Secretary  of each of the  investment  companies  in The Vanguard
Group.

THOMAS J. HIGGINS,  Treasurer;  Principal of The Vanguard Group, Inc.; Treasurer
of each of the investment companies in The Vanguard Group.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
VANGUARD MANAGING DIRECTORS
R. GREGORY BARTON, Legal Department.
ROBERT A. DISTEFANO, Information Technology.
JAMES H. GATELY, Direct Investor Services.
KATHLEEN C. GUBANICH, Human Resources.
IAN A. MACKINNON, Fixed Income Group.
F. WILLIAM MCNABB, III, Institutional Investor Group.
MICHAEL S. MILLER, Planning and Development.
RALPH K. PACKARD, Chief Financial Officer.
GEORGE U. SAUTER, Quantitative Equity Group.
--------------------------------------------------------------------------------
                                  JOHN C. BOGLE
                Founder; Chairman and Chief Executive, 1974-1996.

<PAGE>

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