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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (NO. 33-23444) UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 19
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 22
VANGUARD MALVERN FUNDS
(EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)
P.O. BOX 2600, VALLEY FORGE, PA 19482
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER (610) 669-1000
R. GREGORY BARTON, ESQUIRE
P.O. BOX 876
VALLEY FORGE, PA 19482
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE:
ON JANUARY 12, 2001, PURSUANT TO PARAGRAPH (B) OF RULE 485.
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<PAGE>
VANGUARD ASSET ALLOCATION FUND
INVESTOR SHARES
JANUARY 12, 2001
This prospectus
contains financial data
for the Fund through
the fiscal year ended
September 30, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
[A MEMBER OF
THE VANGUARD GROUP(R) LOGO]
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VANGUARD ASSET ALLOCATION FUND
PROSPECTUS
January 12, 2001
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CONTENTS
1 FUND PROFILE
3 ADDITIONAL INFORMATION
3 MORE ON THE FUND
8 THE FUND AND VANGUARD
9 INVESTMENT ADVISER
10 DIVIDENDS, CAPITAL GAINS, AND TAXES
12 SHARE PRICE
12 FINANCIAL HIGHLIGHTS
14 INVESTING WITH VANGUARD
14 Buying Shares
15 Redeeming Shares
17 Other Rules You Should Know
19 Fund and Account Updates
20 Contacting Vanguard
GLOSSARY (inside back cover)
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WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the investment objective, policies, strategies, and
risks associated with the Fund. To highlight terms and concepts important to
mutual fund investors, we have provided "Plain Talk(R)" explanations along the
way. Reading the prospectus will help you decide whether the Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
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1
FUND PROFILE
INVESTMENT OBJECTIVE
The Fund seeks to provide maximum long-term total return (share price plus
income) while incurring less stock market risk than a fund made up entirely of
stocks.
INVESTMENT STRATEGIES
The Fund allocates its assets among common stocks, bonds, and money market
instruments in proportions consistent with the adviser's evaluation of their
expected returns and risks. These proportions are changed from time to time as
market expectations shift. The Fund may be up to 100% invested in any one of the
three asset classes.
PRIMARY RISKS
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range like the overall stock market. The Fund's performance could be hurt by:
o Interest rate risk, which is the chance that bond prices overall will
decline over short or even long periods because of rising interest rates.
Interest rate risk will range from low to high for the Fund, depending on
the amount of Fund assets invested in bonds.
o Manager risk, which is the chance that poor security selection will cause
the Fund to underperform other funds with similar investment objectives.
PERFORMANCE/RISK INFORMATION
The following bar chart is intended to help you understand the risks of
investing in the Fund. It shows how the Fund's performance has varied from one
calendar year to another over the past ten years. In addition, there is a table
that shows how the Fund's average annual total returns compare with those of
relevant market indexes over set periods of time. Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.
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ANNUAL TOTAL RETURNS
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[SCALE -10 to 50%]
1991 25.59%
1992 7.51%
1993 13.49%
1994 -2.32%
1995 35.46%
1996 15.73%
1997 27.32%
1998 25.40%
1999 5.21%
2000 4.95%
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During the period shown in the bar chart, the highest return for a calendar
quarter was 14.31% (quarter ended December 31, 1998), and the lowest return for
a quarter was -4.57% (quarter ended March 31, 1994).
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2
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AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 2000
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1 YEAR 5 YEARS 10 YEARS
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Vanguard Asset Allocation Fund 4.95% 15.33% 15.26%
Standard & Poor's 500 Index -9.10 18.33 17.46
Composite Index* 0.59 14.71 14.99
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*Weighted 65% in the S&P 500 Index, 35% in the Lehman Brothers Long U. S.
Treasury Bond Index.
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FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on those incurred in the fiscal year ended September 30, 2000.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's
assets)
Management Expenses: 0.42%
12b-1 Distribution Fee: None
Other Expenses: 0.02%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.44%
The following example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over various periods if you invest
$10,000 in the Fund's shares. This example assumes that the Fund provides a
return of 5% a year and that operating expenses remain the same. The results
apply whether or not you redeem your investment at the end of the given period.
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1 YEAR 3 YEARS 5 YEARS 10 YEARS
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$45 $141 $246 $555
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THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FROM THE PAST OR FOR THE FUTURE. ACTUAL FUTURE EXPENSES MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.
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3
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PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. Vanguard Asset Allocation Fund's expense ratio in fiscal year 2000 was
0.44%, or $4.40 per $1,000 of average net assets. The average flexible mutual
fund had expenses in 1999 of 1.39%, or $13.90 per $1,000 of average net assets
(derived from data provided by Lipper Inc., which reports on the mutual fund
industry). Management expenses, which are one part of operating expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance, reporting, accounting, legal, and other administrative
expenses.
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PLAIN TALK ABOUT
COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
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ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS MINIMUM INITIAL INVESTMENT
Dividends are distributed $3,000; $1,000 for IRAs and custodial
in June and December; capital gains, accounts for minors
if any, are distributed in December
NEWSPAPER ABBREVIATION
INVESTMENT ADVISER AssetA
Mellon Capital Management
Corporation, San Francisco, Calif., VANGUARD FUND NUMBER
since inception 078
INCEPTION DATE CUSIP NUMBER
November 3, 1988 922020102
NET ASSETS AS OF SEPTEMBER 30, 2000 TICKER SYMBOL
$8.76 billion VAAPX
SUITABLE FOR IRAS
Yes
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MORE ON THE FUND
This prospectus describes risks you would face as a Fund shareholder. 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 any mutual fund, you should take into account your
personal tolerance for daily fluctuations in the securities markets. Look for
this [FLAG] symbol throughout the prospectus. It is used to mark detailed
information about each type of risk that you would confront as a Fund
shareholder.
The following sections explain the primary investment strategies and
policies that the Fund uses in pursuit of its objective. The Fund's board of
trustees, which oversees the
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4
Fund's management, may change investment strategies or policies in the interest
of shareholders without a shareholder vote unless those strategies or policies
are designated as fundamental. Note that the investment objective of the Fund is
not fundamental, and may be changed without a shareholders vote.
Finally, you'll find information on other important features of the Fund.
MARKET EXPOSURE
The Fund allocates its assets among stocks, bonds, and money market instruments
in proportions that depend on the risks and returns projected by the adviser for
each asset class.
STOCKS
The Fund typically invests a portion of its assets in stocks.
[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the Standard & Poor's 500 Index (S&P 500 Index), a widely
used barometer of market activity. (Total returns consist of dividend income
plus change in market price.) Note that the returns shown do not include the
costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur. Note, also, that the gap between best and
worst tends to narrow over the long term.
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U.S. STOCK MARKET RETURNS (1926-1999)
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1 YEAR 5 YEARS 10 YEARS 20 YEARS
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Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
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The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
The Fund will typically hold a diverse group of stocks intended to parallel
the performance of the S&P 500 Index, which is dominated by large-capitalization
stocks. Stocks are evaluated using a "dividend discount" model, which provides
an estimate of the total return of the S&P 500 Index based on the expected
earnings of each company in the index.
BONDS
The Fund typically invests a portion of its assets in bonds.
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5
[FLAG] THE FUND IS SUBJECT TO INTEREST RATE RISK, WHICH IS THE CHANCE THAT BOND
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS BECAUSE OF
RISING INTEREST RATES. INTEREST RATE RISK IS HIGH FOR LONG-TERM BONDS SUCH
AS THOSE PURCHASED BY THE FUND. FOR THE FUND OVERALL, INTEREST RATE RISK
WILL RANGE FROM LOW TO HIGH, DEPENDING ON THE AMOUNT OF FUND ASSETS
INVESTED IN BONDS.
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PLAIN TALK ABOUT
BONDS AND INTEREST RATES
As a rule, when interest rates rise, bond prices fall. The opposite is also
true: Bond prices go up when interest rates fall. Why do bond prices and
interest rates move in opposite directions? Let's assume that you hold a bond
offering a 5% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 6% yield. With
higher-yielding bonds available, you would have trouble selling your 5% bond for
the price you paid--you would probably have to lower your asking price. On the
other hand, if interest rates were falling and 4% bonds were being offered, you
should be able to sell your 5% bond for more than you paid.
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The Fund will typically invest its bond allocation in a pool of long-term
U.S. Treasury bonds, which usually mature in 10 to 30 years. It may also hold
other "full faith and credit" obligations of the U.S. government.
The U.S. government guarantees the timely payment of interest and principal
for its Treasury bonds, but does not guarantee their prices. In other words,
while Treasury bonds enjoy the highest credit ratings, their prices--like the
prices of other bonds in the Fund--will fluctuate with changes in interest
rates.
The adviser evaluates the attractiveness of potential bond investments
based on their current yield-to-maturity, which is an estimate of total return
that considers a bond's purchase price, redemption value, time to maturity,
yield, and time between interest payments.
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PLAIN TALK ABOUT
TYPES OF BONDS
Bonds are issued (sold) by many sources: Corporations issue corporate bonds;
the federal government issues U.S. Treasury bonds; agencies of the federal
government issue agency bonds; and mortgage holders issue "mortgage-backed"
pass-through certificates such as those issued by the Government National
Mortgage Association (GNMAs). Each issuer is responsible for paying back the
bond's initial value as well as making periodic interest payments.
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<PAGE>
6
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PLAIN TALK ABOUT
BOND MATURITIES
A bond is issued with a specific maturity date--the date when the bond's issuer,
or seller, must pay back the bond's initial value (known as its "face value").
Bond maturities generally range from less than one year (short-term) to more
than 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 of price fluctuations to get higher interest income; short-term bond
investors should be willing to accept lower yields in return for less
fluctuation in the value of their investment.
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SECURITY SELECTION
Mellon Capital Management Corporation (Mellon Capital), the adviser, selects
securities for the Fund based on asset allocation decisions, rather than
decisions about the attractiveness of individual stocks or bonds. Specifically,
the adviser tries to determine the mix of common stocks, bonds, and money market
instruments (cash reserves) that offers the best combination of potential return
and risk. The aim is to maximize the long-term total return of the Fund while
incurring less stock market risk than a portfolio made up entirely of stocks. At
any given time, the adviser may allocate all, a portion, or none of the Fund's
assets to large-capitalization U.S. stocks, long-term U.S. Treasury bonds, or
cash reserves.
For the Fund's stock allocation, the adviser uses a diversified portfolio
of stocks selected to parallel the performance of the S&P 500 Index or it uses
S&P 500 stock index futures. For the Fund's bond allocation, the adviser uses
long-term (10- to 30-year maturities) U.S. Treasury bonds. For the Fund's cash
reserves allocation, the adviser can use a variety of money market instruments,
including U.S. Treasury bills, government agency securities, high-quality
commercial paper, and certificates of deposit.
The adviser uses a computer model to estimate return and risk of each asset
class and then implements shifts in allocations in a disciplined manner. The
adviser believes that, within the fluctuation of the financial markets, there
are occasional brief periods in which the market values of the asset classes do
not reflect their true value. The adviser attempts to capitalize on these
perceived imbalances by changing the mix of the Fund's holdings in the three
asset classes. There are no limitations on the amount of the Fund's assets that
may be allocated to stocks, bonds, or money market instruments; it can be up to
100% invested in any one of the three asset classes.
Since the Fund's asset allocation changes according to the adviser's timely
projection of risk and return, the Fund may exhibit higher volatility than
balanced funds with static allocations.
Historical evidence indicates that correctly timing portfolio allocations
among asset classes has been a difficult strategy to implement successfully on a
consistent basis. Although Mellon Capital has substantial experience in asset
allocation, there can be no assurance that the adviser will consistently
anticipate which asset class will perform best in the future.
The Fund's investment results could suffer, for example, if only a small
portion of the Fund's assets were allocated to stocks during a significant stock
market advance, or if a major portion of its assets were allocated to stocks
during a market decline. Similarly, the Fund's short-term investment results
could also suffer if the Fund were substantially invested in bonds at a time
when interest rates increased.
<PAGE>
7
[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
WILL DO A POOR JOB OF ALLOCATING THE FUND'S NET ASSETS AMONG STOCKS, BONDS,
AND MONEY MARKET INSTRUMENTS.
The Fund is generally managed without regard to tax ramifications.
OTHER INVESTMENT POLICIES AND RISKS
Besides investing in common stocks, bonds, and money market instruments, the
Fund may make certain other kinds of investments to achieve its objective.
The Fund may invest, to a limited extent, in foreign securities.
The Fund may also invest in stock and bond futures and options contracts,
which are traditional types of derivatives. Under normal circumstances, the
market value of these contracts and options may represent up to 50% of the
Fund's assets. (Under unusual circumstances, the Fund may hold futures equal in
value to 100% of its net assets.)
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 fund. The Fund will not use
futures for speculative purposes or as leveraged investments that magnify the
gains or losses of an investment. The Fund will keep separate cash reserves or
short-term, cash-equivalent securities in the amount of the obligation
underlying any futures contract.
The reasons for which the Fund will invest in futures and options are:
o To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
o To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
o To use as an investment tool when reallocating assets among stocks, bonds,
and money market instruments. For example, the adviser may wish to
reallocate 10% of the Fund's assets from stocks to bonds. To implement this
change rapidly and with low transaction costs, the adviser may sell stock
index futures and purchase bond index futures.
The Fund may temporarily depart from its normal investment policies--for
instance, by investing substantially in cash investments--in response to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.
COSTS AND MARKET-TIMING
Some investors try to profit from a strategy called market-timing--switching
money into mutual funds when they expect prices to rise and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term investors who do not generate the costs.
This is why all Vanguard funds have adopted special policies to discourage
short-term trading. Specifically:
o Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. A purchase request could be
rejected because of the timing of the investment or because of a history of
excessive trading by the investor.
o Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
o Each Vanguard fund reserves the right to stop offering shares at any time.
<PAGE>
8
o Vanguard U.S. Stock Index Funds, International Stock Index Funds, REIT
Index Fund, Balanced Index Fund, and Growth and Income Fund generally do
NOT accept exchanges by telephone or fax, or online. (IRAs and other
retirement accounts are not subject to this rule.)
o Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD
IF YOU ARE A MARKET-TIMER.
TURNOVER RATE
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. The FINANCIAL HIGHLIGHTS
section of this prospectus shows historic turnover rates for the Fund. A
turnover rate of 100%, for example, would mean that the Fund had sold and
replaced securities valued at 100% of its net assets within a one-year period.
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PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as taxable
income. As of September 30, 2000, the average turnover rate for all asset
allocation funds was approximately 29%, according to Morningstar, Inc.
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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). Some forms
of derivatives, such as exchange-traded futures and options on securities,
commodities, or indexes, have been trading on regulated exchanges for more than
two decades. These types of derivatives are standardized contracts that can
easily be bought and sold, and whose market values are determined and published
daily. Non-standardized derivatives, on the other hand, tend to be more
specialized or complex, and may be harder to value. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
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THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $570 billion.
All of
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9
the Vanguard funds share in the expenses associated with business operations,
such as personnel, office space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
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PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at-cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
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INVESTMENT ADVISER
Mellon Capital Management Corporation (Mellon Capital), 595 Market St., Suite
3000, San Francisco, CA 94105, the adviser to the Fund, is an investment
advisory firm founded in 1983. Mellon Capital is a wholly owned subsidiary of
MBC Investment Corporation, which itself is a wholly owned subsidiary of Mellon
Financial Corporation. As of September 30, 2000, Mellon Capital managed about
$92 billion in assets. The firm manages the Fund subject to the control of the
trustees and officers of the Fund.
Mellon Capital's advisory fee is paid quarterly, and is based on certain
annual percentage rates applied to the Fund's average month-end assets for each
quarter. In addition, Mellon Capital's advisory fee may be increased or
decreased, based on the cumulative total return of the Fund over a trailing
36-month period as compared with the cumulative total return of the Asset
Allocation Composite Index over the same period. This index is a composite
benchmark, 65% of which is made up of the S&P 500 Index and 35% the Lehman
Brothers Long U.S. Treasury Bond Index. Please consult the Fund's Statement of
Additional Information for a complete explanation of how advisory fees are
calculated.
For the fiscal year ended September 30, 2000, the advisory fee represented
an effective annual rate of 0.11% of the Fund's average net assets before a
decrease of 0.01% based on performance.
The adviser is authorized to choose broker-dealers to handle the purchase
and sale of the Fund's securities, and to obtain the best available price and
most favorable execution for all transactions. Also, the Fund may direct the
adviser to use a particular broker for certain transactions in exchange for
commission rebates or research services provided to the Fund.
In the interest of obtaining better execution of a transaction, the adviser
may at times choose brokers who charge higher commissions. If more than one
broker can obtain the best available price and most favorable execution, then
the adviser is authorized to choose a broker who, in addition to executing the
transaction, will provide research services to the adviser or the Fund.
The board of trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory
<PAGE>
10
arrangements will be communicated to shareholders in writing. In addition, as
the Fund's sponsor and overall manager, The Vanguard Group may provide
investment advisory services to the Fund, on an at-cost basis, at any time.
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PLAIN TALK ABOUT
THE FUND'S ADVISER
The managers primarily responsible for overseeing the Fund's investments are:
WILLIAM L. FOUSE, CFA, Chairman Emeritus of Executive Committee for Mellon
Capital Management Corporation. He has worked in investment management since
1953, has been with Mellon Capital since its founding in 1983, and has managed
the Fund since its inception in 1988. Education: B.A. and M.B.A., University of
Kentucky.
THOMAS F. LOEB, Chairman and Chief Executive Officer of Mellon Capital
Management Corporation. He has worked in investment management since 1970, has
been with Mellon Capital since its founding in 1983, and has managed the Fund
since its inception in 1988. Education: B.A., Fairleigh Dickinson University;
M.B.A., University of Pennsylvania.
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DIVIDENDS, CAPITAL GAINS, AND TAXES
FUND DISTRIBUTIONS
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Income dividends generally are distributed in June and
December; capital gains distributions generally occur in December. You can
receive distributions of income dividends or capital gains in cash, or you can
have them automatically reinvested in more shares of the Fund.
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PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your portion of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term depending on whether the fund held the securities for one year or
less, or more than one year.
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BASIC TAX POINTS
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, taxable investors should be aware of the following
basic tax points:
o Distributions are taxable to you for federal income tax purposes whether or
not you reinvest these amounts in additional Fund shares.
o Distributions declared in December--if paid to you by the end of
January--are taxable for federal income tax purposes as if received in
December.
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11
o Any dividends and short-term capital gains that you receive are taxable to
you as ordinary income for federal income tax purposes.
o Any distributions of net long-term capital gains are taxable to you as
long-term capital gains for federal income tax purposes, no matter how long
you've owned shares in the Fund.
o Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
o A sale or exchange of Fund shares is a taxable event. This means that you
may have a capital gain to report as income, or a capital loss to report as
a deduction, when you complete your federal income tax return.
o Dividend and capital gains distributions that you receive, as well as your
gains or losses from any sale or exchange of Fund shares, may be subject to
state and local income taxes.
GENERAL INFORMATION
BACKUP WITHHOLDING. By law, Vanguard must withhold 31% of any taxable
distributions or redemptions from your account if you do not:
o provide us with your correct taxpayer identification number;
o certify that the taxpayer identification number is correct; and
o confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold from your account if the IRS instructs us to
do so.
FOREIGN INVESTORS. The Vanguard funds generally do not offer their shares for
sale outside of the United States. Foreign investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID ADDRESSES. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
TAX CONSEQUENCES. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed information about
a fund's tax consequences for you.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
"BUYING A DIVIDEND"
Unless you are investing through a tax-deferred retirement account (such as an
IRA), you should avoid buying shares of a fund shortly before it makes a
distribution, because doing so can cost you money in taxes. This is known as
"buying a dividend." For example: On December 15, you invest $5,000, buying 250
shares for $20 each. If the fund pays a distribution of $1 per share on December
16, its share price would drop to $19 (not counting market change). You still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
= $250 in distributions), but you owe tax on the $250 distribution you
received--even if you reinvest it in more shares. To avoid "buying a dividend,"
check a fund's distribution schedule before you invest.
-------------------------------------------------------------------------------
<PAGE>
12
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of regular trading on the New York Stock Exchange
(the NAV is not calculated on holidays or other days when the Exchange is
closed). Net asset value per share is computed by dividing the net assets of the
Fund by the number of Fund shares outstanding.
Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares you own, gives you the dollar amount you would have
received had you sold all of your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's board of trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Funds."
FINANCIAL HIGHLIGHTS
The following financial highlights table is intended to help you understand the
Fund's financial performance for the past five years, and certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost each year on
an investment in the Fund (assuming reinvestment of all dividend and capital
gains distributions). This information has been derived from the financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along with the Fund's financial statements--is included in the Fund's
most recent annual report to shareholders. You may have the annual report sent
to you without charge by contacting Vanguard.
<PAGE>
13
--------------------------------------------------------------------------------
VANGUARD ASSET ALLOCATION FUND
YEAR ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
2000 1999 1998 1997 1996
--------------------------------------------------------------------------------
NET ASSET VALUE, $24.11 $22.90 $21.53 $18.27 $17.03
BEGINNING OF YEAR
--------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income 1.03 .80 .79 .74 .69
Net Realized and
Unrealized Gain (Loss) 1.61 2.50 2.33 4.29 1.82
on Investments
--------------------------------------------------------------------------------
Total from Investment
Operations 2.64 3.30 3.12 5.03 2.51
--------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (1.00) (.91) (.74) (.72) (.66)
Distributions from
Realized Capital (.96) (1.18) (1.01) (1.05) (.61)
Gains
--------------------------------------------------------------------------------
Total Distributions (1.96) (2.09) (1.75) (1.77) (1.27)
--------------------------------------------------------------------------------
NET ASSET VALUE, END $24.79 $24.11 $22.90 $21.53 $18.27
OF YEAR
================================================================================
TOTAL RETURN 11.36% 14.68% 15.24% 29.42% 15.27%
================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year
(Millions) $8,761 $8,182 $5,637 $3,738 $2,341
Ratio of Total Expenses
to Average Net Assets 0.44% 0.49% 0.49% 0.49% 0.47%
Ratio of Net
Investment Income to
Average Net Assets 4.18% 3.49% 3.80% 3.96% 4.17%
Turnover Rate 29% 11% 60% 10% 47%
================================================================================
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
The Fund began fiscal 2000 with a net asset value (price) of $24.11 per share.
During the year, the Fund earned $1.03 per share from investment income
(interest and dividends) and $1.61 per share from investments that had
appreciated in value or that were sold for higher prices than the Fund paid for
them.
Shareholders received $1.96 per share in the form of dividend and capital gains
distributions. A portion of each year's distributions may come from the prior
year's income or capital gains.
The earnings ($2.64 per share) minus the distributions ($1.96 per share)
resulted in a share price of $24.79 at the end of the year. This was an increase
of $0.68 per share (from $24.11 at the beginning of the year to $24.79 at the
end of the year). For a shareholder who reinvested the distributions in the
purchase of more shares, the total return from the Fund was 11.36% for the year.
As of September 30, 2000, the Fund had $8.76 billion in net assets. For the
year, its expense ratio was 0.44% ($4.40 per $1,000 of net assets); and its net
investment income amounted to 4.18% of its average net assets. It sold and
replaced securities valued at 29% of its net assets.
--------------------------------------------------------------------------------
<PAGE>
14
--------------------------------------------------------------------------------
INVESTING WITH VANGUARD
This section of the prospectus explains the basics of doing business with
Vanguard. A special booklet, The Vanguard Service Directory, provides details of
our many shareholder services for individual investors. A separate booklet, The
Compass, does the same for institutional investors. You can request either
booklet by calling or writing Vanguard, using the Contacting Vanguard
instructions found at the end of this section.
BUYING SHARES
REDEEMING SHARES
OTHER RULES YOU SHOULD KNOW
FUND AND ACCOUNT UPDATES
CONTACTING VANGUARD
--------------------------------------------------------------------------------
BUYING SHARES
ACCOUNT MINIMUMS
TO OPEN AND MAINTAIN AN ACCOUNT: $3,000 for regular accounts; $1,000 for IRAs
and custodial accounts for minors.
TO ADD TO AN EXISTING ACCOUNT: $100 by mail or exchange; $1,000 by wire.
HOW TO BUY SHARES
BY CHECK: Mail your check and a completed account registration form to Vanguard.
When adding to an existing account, send your check with an Invest-By-Mail form
detached from your last account statement. For addresses, see Contacting
Vanguard.
BY EXCHANGE PURCHASE: You can purchase shares with the proceeds of a redemption
from another Vanguard fund. All open Vanguard funds permit exchange purchases
requested in writing. MOST VANGUARD FUNDS--OTHER THAN THE STOCK AND BALANCED
INDEX-ORIENTED FUNDS--ALSO ACCEPT EXCHANGE PURCHASES REQUESTED ONLINE OR BY
TELEPHONE. See Other Rules You Should Know for specifics.
BY WIRE: Call Vanguard to purchase shares by wire. See Contacting Vanguard.
YOUR PURCHASE CHECK
When investing by check, make the check payable to: The Vanguard Group-78.
YOUR PURCHASE PRICE
You buy shares at a fund's next-determined NAV after Vanguard accepts your
purchase request. As long as your request is received before the close of
regular trading on the New York Stock Exchange (generally 4 p.m., Eastern time),
you will buy your shares at that day's NAV. This is known as your TRADE DATE.
<PAGE>
15
PURCHASE RULES YOU SHOULD KNOW
o THIRD PARTY CHECKS. To protect the funds from check fraud, Vanguard will not
accept checks made payable to third parties.
o U.S. CHECKS ONLY. All purchase checks must be written in U.S. dollars and
drawn on a U.S. bank.
o LARGE PURCHASES. Vanguard reserves the right to reject any purchase request
that may disrupt a fund's operation or performance. Please call us before
attempting to invest a large dollar amount.
o NO CANCELLATIONS. Place your transaction requests carefully. Vanguard will NOT
cancel any transaction once it has been initiated and a confirmation number has
been assigned (if applicable).
o FUTURE PURCHASES. All Vanguard funds reserve the right to stop selling shares
at any time, or to reject specific purchase requests, including purchases by
exchange from another Vanguard fund.
REDEEMING SHARES
HOW TO REDEEM SHARES
Be sure to check Other Rules You Should Know before initiating your request.
ONLINE: Request a redemption through our website at Vanguard.com.
BY TELEPHONE: Contact Vanguard by telephone to request a redemption. For
telephone numbers, see Contacting Vanguard.
BY MAIL: Send your written redemption instructions to Vanguard. For addresses,
see Contacting Vanguard.
YOUR REDEMPTION PRICE
You redeem shares at a fund's next-determined NAV after Vanguard accepts your
redemption request, including any special documentation required under the
circumstances. As long as your request is received before the close of regular
trading on the New York Stock Exchange (generally 4 p.m., Eastern time), your
shares are redeemed at that day's NAV. This is known as your TRADE DATE.
TYPES OF REDEMPTIONS
o CHECK REDEMPTIONS. Unless instructed otherwise, Vanguard will mail you a
check, normally within two business days of your trade date.
o EXCHANGE REDEMPTIONS. You may instruct Vanguard to apply the proceeds of your
redemption to purchase shares of another Vanguard fund. All open Vanguard funds
accept exchange redemptions requested in writing. Most Vanguard funds--other
than the stock and balanced index-oriented funds--also accept exchange
redemptions requested online
<PAGE>
16
or by telephone. See Other Rules You Should Know for specifics.
o WIRE REDEMPTIONS. When redeeming from a money market fund, bond fund, or the
Preferred Stock Fund, you may instruct Vanguard to wire your redemption proceeds
to a previously designated bank account. Wire redemptions are not available for
Vanguard's other funds, except by exchanging into a bond or money market fund
first. The wire redemption option is not automatic; you must establish it by
completing a special form or the appropriate section of your account
registration. Also, wire redemptions must be requested in writing or by
telephone, not online. A $5 fee applies to wire redemptions under $5,000.
Money Market Funds: For telephone requests accepted at Vanguard by 10:45 a.m.,
Eastern time, the redemption proceeds will arrive at your bank by the close of
business that same day. For other requests accepted before 4 p.m., the
redemption proceeds will arrive at your bank by the close of business on the
following business day.
Bond Funds: For requests accepted at Vanguard by 4 p.m., Eastern time, the
redemption proceeds will arrive at your bank by the close of business on the
following business day.
REDEMPTION RULES YOU SHOULD KNOW
o SPECIAL ACCOUNTS. Special documentation may be required to redeem from certain
types of accounts, such as trust, corporate, nonprofit, or retirement accounts.
Please call us before attempting to redeem from these types of accounts.
o POTENTIALLY DISRUPTIVE REDEMPTIONS. Vanguard reserves the right to pay all or
part of your redemption in-kind--that is, in the form of securities--if we
believe that a cash redemption would disrupt the fund's operation or
performance. Under these circumstances, Vanguard also reserves the right to
delay payment of your redemption proceeds for up to seven days. By calling us
before you attempt to redeem a large dollar amount, you are more likely to avoid
in-kind or delayed payment of your redemption.
o RECENTLY PURCHASED SHARES. While you can redeem shares at any time, proceeds
will not be made available to you until the Fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
Vanguard Fund Express(R).
o SHARE CERTIFICATES. If share certificates have been issued for your account,
those shares cannot be redeemed until you return the certificates (unsigned) to
Vanguard by registered mail. For the correct address, see Contacting Vanguard.
o PAYMENT TO A DIFFERENT PERSON OR ADDRESS. We can make your redemption check
payable to a different person or send it to a different address. However, this
requires the written
<PAGE>
17
consent of all registered account owners, which must be provided under signature
guarantees. You can obtain a signature guarantee from most commercial and
savings banks, credit unions, trust companies, or member firms of a U.S. stock
exchange.
o NO CANCELLATIONS. Place your transaction requests carefully. Vanguard will NOT
cancel any transaction once it has been initiated and a confirmation number has
been assigned (if applicable).
o EMERGENCY CIRCUMSTANCES. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days at any time. In addition, Vanguard funds
can suspend redemptions and/or postpone payments of redemption proceeds at times
when the New York Stock Exchange is closed or during emergency circumstances, as
determined by the U.S. Securities and Exchange Commission.
OTHER RULES YOU SHOULD KNOW
TELEPHONE TRANSACTIONS
o AUTOMATIC. In setting up your account, we'll automatically enable you to do
business with us by regular telephone, unless you instruct us otherwise in
writing.
o TELE-ACCOUNT(TM). To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a personal identification number (PIN).
Call Tele-Account to obtain a PIN, and allow seven days before using this
service.
o PROOF OF A CALLER'S AUTHORITY. We reserve the right to refuse a telephone
request if the caller is unable to provide the following information exactly as
registered on the account:
o Ten-digit account number.
o Complete owner name and address.
o Primary Social Security or employer identification number. o Personal
Identification Number (PIN), if applicable.
o SUBJECT TO REVISION. We reserve the right to revise or terminate Vanguard's
telephone transaction service at any time, without notice.
o SOME VANGUARD FUNDS DO NOT PERMIT TELEPHONE EXCHANGES. To discourage
market-timing, Vanguard's Stock Index Funds, Growth and Income Fund, and
Balanced Index Fund generally do not permit telephone exchanges (in or out),
except for IRAs and certain other retirement accounts.
VANGUARD.COM
o REGISTRATION. You can use your personal computer to review your account
holdings, to sell or exchange shares of
<PAGE>
18
most Vanguard funds, and to perform other transactions. To establish this
service, you can register online.
o SOME VANGUARD FUNDS DO NOT PERMIT ONLINE EXCHANGES. To discourage
market-timing, Vanguard's Stock Index Funds, Growth and Income Fund, and
Balanced Index Fund do not permit online exchanges (in or out), except for IRAs
and certain other retirement accounts.
WRITTEN INSTRUCTIONS
o "GOOD ORDER" REQUIRED. We reserve the right to reject any written transaction
instructions that are not in "good order." This means that your instructions
must include:
o The fund name and account number.
o The amount of the transaction (in dollars or shares).
o Signatures of all owners exactly as registered on the account.
o Signature guarantees, if required for the type of transaction.*
*For instance, signature guarantees must be provided by all registered account
shareholders when redemption proceeds are to be sent to a different person or
address.
RESPONSIBILITY FOR FRAUD
Vanguard will not be responsible for any account losses due to fraud, so long as
we reasonably believe that the person transacting on an account is authorized to
do so. Please take precautions to protect yourself from fraud. Keep your account
information private and immediately review any account statements that we send
to you. Contact Vanguard immediately about any transactions you believe to be
unauthorized.
UNCASHED CHECKS
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
LIMITS ON ACCOUNT ACTIVITY
Because excessive account transactions can disrupt management of a fund and
increase the fund's costs for all shareholders, Vanguard limits account activity
as follows:
o You may make no more than TWO SUBSTANTIVE "ROUND TRIPS" THROUGH A NON-MONEY
MARKET FUND during any 12-month period.
o Your round trips through a non-money market fund must be at least 30 days
apart.
o All funds may refuse share purchases at any time, for any reason.
o Vanguard reserves the right to revise or terminate the exchange privilege,
limit the amount of an exchange, or reject an exchange, at any time, for
any reason.
A "round trip" is a redemption from a fund followed by a purchase back into the
same fund. Also, a "round trip" covers transactions accomplished by any
combination of methods,
<PAGE>
19
including transactions conducted by check, wire, or exchange to/from another
Vanguard fund. "Substantive" means a dollar amount that Vanguard determines, in
its sole discretion, could adversely affect the management of the fund.
UNUSUAL CIRCUMSTANCES
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment adviser. If you invest with
Vanguard through an intermediary, please read that firm's program materials
carefully to learn of any special rules that may apply. For example, special
terms may apply to additional service features, fees, or other policies.
LOW BALANCE ACCOUNTS
All Vanguard funds reserve the right to close any investment-only
retirement-plan account or any nonretirement account whose balance falls below
the minimum initial investment.
Vanguard deducts a $10 fee in June from each nonretirement account whose
balance at that time is below $2,500 ($500 for Vanguard STAR(TM) Fund). The fee
is waived if your total Vanguard account assets are $50,000 or more.
FUND AND ACCOUNT UPDATES
PORTFOLIO SUMMARIES
We will send you quarterly portfolio summaries to help you keep track of your
accounts throughout the year. Each summary shows the market value of your
account at the close of the statement period, as well as all distributions,
purchases, sales, and exchanges for the current calendar year.
AVERAGE COST REVIEW STATEMENTS
For most taxable accounts, average cost review statements will accompany the
quarterly portfolio summaries. These statements show the average cost of shares
that you redeemed during the current calendar year, using the average cost
single category method.
CONFIRMATION STATEMENTS
Each time you buy, sell, or exchange shares, we will send you a statement
confirming the trade date and amount of your transaction.
TAX STATEMENTS
We will send you annual tax statements to assist in preparing your income tax
returns. These statements, which are generally mailed in January, will report
the previous year's
<PAGE>
20
dividend and capital gains distributions, proceeds from the sale of shares, and
distributions from IRAs or other retirement plans.
REPORTS
You will receive financial reports about your funds twice a year--in May and
November These comprehensive reports include an assessment of the fund's
performance (and a comparison to its industry benchmark), an overview of the
financial markets, a report from the advisers, and the fund's financial
statements, which include a listing of the fund's holdings.
To keep the funds' costs as low as possible (so that you and other
shareholders can keep more of the funds' investment earnings), Vanguard attempts
to eliminate duplicate mailings to the same address. When we find that two or
more shareholders have the same last name and address, we send just one fund
report to that address--instead of mailing separate reports to each shareholder.
If you want us to send separate reports, however, you may notify our Client
Services Department.
CONTACTING VANGUARD
ONLINE
VANGUARD.COM
o Your best source of Vanguard news
o For fund, account, and service information
o For most account transactions
o For literature requests
o 24 hours per day, 7 days per week
VANGUARD TELE-ACCOUNT(R)
1-800-662-6273
(ON-BOARD)
o For automated fund and account information
o For redemptions by check, exchange, or wire
o Toll-free, 24 hours per day, 7 days per week
INVESTOR INFORMATION
1-800-662-7447 (SHIP)
(Text telephone at 1-800-952-3335)
o For fund and service information
o For literature requests n Business hours only
CLIENT SERVICES
1-800-662-2739 (CREW)
(Text telephone at 1-800-749-7273)
o For account information
o For most account transactions
o Business hours only
INSTITUTIONAL DIVISION
1-888-809-8102
o For information and services for large institutional investors
o Business hours only
<PAGE>
21
VANGUARD ADDRESSES
REGULAR MAIL (INDIVIDUALS--CURRENT CLIENTS):
The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
REGULAR MAIL (INSTITUTIONS):
The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
REGULAR MAIL (GENERAL INQUIRIES):
The Vanguard Group
P.O. Box 2600
Valley Forge, PA 19482-2600
REGISTERED OR EXPRESS MAIL:
The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
FUND NUMBER
Always use this fund number when contacting us about Vanguard Asset Allocation
Fund-78.
<PAGE>
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<PAGE>
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<PAGE>
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<PAGE>
GLOSSARY OF INVESTMENT TERMS
ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets. Active managers rely on research, market forecasts, and their own
judgment and experience in selecting securities to buy and sell.
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 on securities that a fund
has sold at a profit, minus any realized losses.
CASH INVESTMENTS
Cash deposits, short-term bank deposits, and money market instruments that
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.
INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PASSIVE MANAGEMENT
A low-cost investment strategy in which a mutual fund attempts to match--rather
than outperform--a particular stock or bond market index; also known as
indexing.
PRICE/EARNINGS (P/E) RATIO
The current share price of a stock, divided by its per-share earnings (profits).
A stock selling for $20, with earnings of $2 per share, has a price/earnings
ratio of 10.
PRINCIPAL
The amount of money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, assuming the reinvestment of all distributions of dividends and capital
gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP(R) LOGO]
Post Office Box 2600
Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard Asset Allocation Fund, the
following documents are available
free upon request:
ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.
STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.
All market indexes referenced in
this prospectus are the exclusive
property of their respective owners.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:
THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA 19482-2600
TELEPHONE:
1-800-662-7447 (SHIP)
TEXT TELEPHONE:
1-800-952-3335
WORLD WIDE WEB:
WWW.VANGUARD.COM
If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:
CLIENT SERVICES DEPARTMENT
TELEPHONE:
1-800-662-2739 (CREW)
TEXT TELEPHONE:
1-800-749-7273
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's Internet
site at http://www.sec.gov, or you
can receive copies of this
information, for a fee, by electronic
request at the following e-mail
address: [email protected], or by
writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-0102.
Fund's Investment Company Act
file number: 811-5628
(C) 2001 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing
Corporation, Distributor.
P078 012001
<PAGE>
VANGUARD ASSET ALLOCATION FUND
FOR PARTICIPANTS
JANUARY 12, 2001
This prospectus
contains financial data
for the Fund through
the fiscal year ended
September 30, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
[A MEMBER OF
THE VANGUARD GROUP(R) LOGO]
<PAGE>
VANGUARD ASSET ALLOCATION FUND
PARTICIPANT PROSPECTUS
January 12, 2001
--------------------------------------------------------------------------------
CONTENTS
1 FUND PROFILE
3 ADDITIONAL INFORMATION
3 MORE ON THE FUND
8 THE FUND AND VANGUARD
9 INVESTMENT ADVISER
10 DIVIDENDS, CAPITAL GAINS, AND TAXES
11 SHARE PRICE
11 FINANCIAL HIGHLIGHTS
13 INVESTING WITH VANGUARD
14 ACCESSING FUND INFORMATION BY COMPUTER
GLOSSARY (inside back cover)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the investment objective, policies, strategies, and
risks associated with the Fund. To highlight terms and concepts important to
mutual fund investors, we have provided "Plain Talk/(R)/" explanations along the
way. Reading the prospectus will help you decide whether the Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
This prospectus is intended for participants in employer-sponsored
retirement or savings plans. Another version--for investors who would like to
open a personal investment account--can be obtained by calling Vanguard at
1-800-662-7447.
-------------------------------------------------------------------------------
<PAGE>
1
FUND PROFILE
INVESTMENT OBJECTIVE
The Fund seeks to provide maximum long-term total return (share price plus
income) while incurring less stock market risk than a fund made up entirely of
stocks.
INVESTMENT STRATEGIES
The Fund allocates its assets among common stocks, bonds, and money market
instruments in proportions consistent with the adviser's evaluation of their
expected returns and risks. These proportions are changed from time to time as
market expectations shift. The Fund may be up to 100% invested in any one of the
three asset classes.
PRIMARY RISKS
An investment in the Fund could lose money over short or even long periods. You
should expect the Fund's share price and total return to fluctuate within a wide
range like the overall stock market. The Fund's performance could be hurt by:
o Interest rate risk, which is the chance that bond prices overall will
decline over short or even long periods because of rising interest rates.
Interest rate risk will range from low to high for the Fund, depending on
the amount of Fund assets invested in bonds.
o Manager risk, which is the chance that poor security selection will cause
the Fund to underperform other funds with similar investment objectives.
PERFORMANCE/RISK INFORMATION
The following bar chart is intended to help you understand the risks of
investing in the Fund. It shows how the Fund's performance has varied from one
calendar year to another over the past ten years. In addition, there is a table
that shows how the Fund's average annual total returns compare with those of
relevant market indexes over set periods of time. Keep in mind that the Fund's
past performance does not indicate how it will perform in the future.
-----------------------------------------------------
ANNUAL TOTAL RETURNS
-----------------------------------------------------
[SCALE -10% to 50%]
1991 25.59%
1992 7.51%
1993 13.49%
1994 -2.32%
1995 35.46%
1996 15.73%
1997 27.32%
1998 25.40%
1999 5.21%
2000 4.95%
-----------------------------------------------------
During the period shown in the bar chart, the highest return for a calendar
quarter was 14.31% (quarter ended December 31, 1998), and the lowest return for
a quarter was -4.57% (quarter ended March 31, 1994).
<PAGE>
2
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS
--------------------------------------------------------------------------------
Vanguard Asset Allocation Fund 4.95% 15.33% 15.26%
Standard & Poor's 500 Index -9.10 18.33 17.46
Composite Index* 0.59 14.71 14.99
--------------------------------------------------------------------------------
*Weighted 65% in the S&P 500 Index, 35% in the Lehman Brothers Long U. S.
Treasury Bond Index.
--------------------------------------------------------------------------------
FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on those incurred in the fiscal year ended September 30, 2000.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's
assets)
Management Expenses: 0.42%
12b-1 Distribution Fee: None
Other Expenses: 0.02%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.44%
The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over various periods if you invest
$10,000 in the Fund's shares. This example assumes that the Fund provides a
return of 5% a year and that operating expenses remain the same. The results
apply whether or not you redeem your investment at the end of the given period.
-------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------
$45 $141 $246 $555
-------------------------------------------------
THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FROM THE PAST OR FOR THE FUTURE. ACTUAL FUTURE EXPENSES MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.
<PAGE>
3
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PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. Vanguard Asset Allocation Fund's expense ratio in fiscal year 2000 was
0.44%, or $4.40 per $1,000 of average net assets. The average flexible mutual
fund had expenses in 1999 of 1.39%, or $13.90 per $1,000 of average net assets
(derived from data provided by Lipper Inc., which reports on the mutual fund
industry). Management expenses, which are one part of operating expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance, reporting, accounting, legal, and other administrative
expenses.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS NEWSPAPER ABBREVIATION
Dividends are distributed in June and AssetA
December; capital gains, if any, are
distributed in December VANGUARD FUND NUMBER
078
INVESTMENT ADVISER
Mellon Capital Management Corporation, San CUSIP NUMBER
Francisco, Calif., since inception 922020102
INCEPTION DATE TICKER SYMBOL
November 3, 1988 VAAPX
NET ASSETS AS OF SEPTEMBER 30, 2000
$8.76 billion
--------------------------------------------------------------------------------
MORE ON THE FUND
This prospectus describes risks you would face as a Fund shareholder. 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 any mutual fund, you should take into account your
personal tolerance for daily fluctuations in the securities markets. Look for
this [FLAG] symbol throughout the prospectus. It is used to mark detailed
information about each type of risk that you would confront as a Fund
shareholder.
The following sections explain the primary investment strategies and
policies that the Fund uses in pursuit of its objective. The Fund's board of
trustees, which oversees the Fund's management, may change investment strategies
or policies in the interest of shareholders without a shareholder vote unless
those strategies or policies are designated as
<PAGE>
4
fundamental. Note that the investment objective of the Fund is not fundamental,
and may be changed without a shareholders vote.
Finally, you'll find information on other important features of the Fund.
MARKET EXPOSURE
The Fund allocates its assets among stocks, bonds, and money market instruments
in proportions that depend on the risks and returns projected by the adviser for
each asset class.
STOCKS
The Fund typically invests a portion of its assets in stocks.
[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the Standard & Poor's 500 Index (S&P 500 Index), a widely
used barometer of market activity. (Total returns consist of dividend income
plus change in market price.) Note that the returns shown do not include the
costs of buying and selling stocks or other expenses that a real-world
investment portfolio would incur. Note, also, that the gap between best and
worst tends to narrow over the long term.
----------------------------------------------------------
U.S. STOCK MARKET RETURNS (1926-1999)
----------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS
----------------------------------------------------------
Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
----------------------------------------------------------
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
The Fund will typically hold a diverse group of stocks intended to parallel
the performance of the S&P 500 Index, which is dominated by large-capitalization
stocks. Stocks are evaluated using a "dividend discount" model, which provides
an estimate of the total return of the S&P 500 Index based on the expected
earnings of each company in the index.
BONDS
The Fund typically invests a portion of its assets in bonds.
<PAGE>
5
[FLAG] THE FUND IS SUBJECT TO INTEREST RATE RISK, WHICH IS THE CHANCE THAT BOND
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS BECAUSE OF
RISING INTEREST RATES. INTEREST RATE RISK IS HIGH FOR LONG-TERM BONDS SUCH
AS THOSE PURCHASED BY THE FUND. FOR THE FUND OVERALL, INTEREST RATE RISK
WILL RANGE FROM LOW TO HIGH, DEPENDING ON THE AMOUNT OF FUND ASSETS
INVESTED IN BONDS.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
BONDS AND INTEREST RATES
As a rule, when interest rates rise, bond prices fall. The opposite is also
true: Bond prices go up when interest rates fall. Why do bond prices and
interest rates move in opposite directions? Let's assume that you hold a bond
offering a 5% yield. A year later, interest rates are on the rise and bonds of
comparable quality and maturity are offered with a 6% yield. With
higher-yielding bonds available, you would have trouble selling your 5% bond for
the price you paid--you would probably have to lower your asking price. On the
other hand, if interest rates were falling and 4% bonds were being offered, you
should be able to sell your 5% bond for more than you paid.
--------------------------------------------------------------------------------
The Fund will typically invest its bond allocation in a pool of long-term
U.S. Treasury bonds, which usually mature in 10 to 30 years. It may also hold
other "full faith and credit" obligations of the U.S. government.
The U.S. government guarantees the timely payment of interest and principal
for its Treasury bonds, but does not guarantee their prices. In other words,
while Treasury bonds enjoy the highest credit ratings, their prices--like the
prices of other bonds in the Fund--will fluctuate with changes in interest
rates.
The adviser evaluates the attractiveness of potential bond investments
based on their current yield-to-maturity, which is an estimate of total return
that considers a bond's purchase price, redemption value, time to maturity,
yield, and time between interest payments.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
TYPES OF BONDS
Bonds are issued (sold) by many sources: Corporations issue corporate bonds; the
federal government issues U.S. Treasury bonds; agencies of the federal
government issue agency bonds; and mortgage holders issue "mortgage-backed"
pass-through certificates such as those issued by the Government National
Mortgage Association (GNMAs). Each issuer is responsible for paying back the
bond's initial value as well as making periodic interest payments.
--------------------------------------------------------------------------------
<PAGE>
6
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
BOND MATURITIES
A bond is issued with a specific maturity date--the date when the bond's issuer,
or seller, must pay back the bond's initial value (known as its "face value").
Bond maturities generally range from less than one year (short-term) to more
than 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 of price fluctuations to get higher interest income; short-term bond
investors should be willing to accept lower yields in return for less
fluctuation in the value of their investment.
--------------------------------------------------------------------------------
SECURITY SELECTION
Mellon Capital Management Corporation (Mellon Capital), the adviser, selects
securities for the Fund based on asset allocation decisions, rather than
decisions about the attractiveness of individual stocks or bonds. Specifically,
the adviser tries to determine the mix of common stocks, bonds, and money market
instruments (cash reserves) that offers the best combination of potential return
and risk. The aim is to maximize the long-term total return of the Fund while
incurring less stock market risk than a portfolio made up entirely of stocks. At
any given time, the adviser may allocate all, a portion, or none of the Fund's
assets to large-capitalization U.S. stocks, long-term U.S. Treasury bonds, or
cash reserves.
For the Fund's stock allocation, the adviser uses a diversified portfolio
of stocks selected to parallel the performance of the S&P 500 Index or it uses
S&P 500 stock index futures. For the Fund's bond allocation, the adviser uses
long-term (10- to 30-year maturities) U.S. Treasury bonds. For the Fund's cash
reserves allocation, the adviser can use a variety of money market instruments,
including U.S. Treasury bills, government agency securities, high-quality
commercial paper, and certificates of deposit.
The adviser uses a computer model to estimate return and risk of each asset
class and then implements shifts in allocations in a disciplined manner. The
adviser believes that, within the fluctuation of the financial markets, there
are occasional brief periods in which the market values of the asset classes do
not reflect their true value. The adviser attempts to capitalize on these
perceived imbalances by changing the mix of the Fund's holdings in the three
asset classes. There are no limitations on the amount of the Fund's assets that
may be allocated to stocks, bonds, or money market instruments; it can be up to
100% invested in any one of the three asset classes.
Since the Fund's asset allocation changes according to the adviser's timely
projection of risk and return, the Fund may exhibit higher volatility than
balanced funds with static allocations.
Historical evidence indicates that correctly timing portfolio allocations
among asset classes has been a difficult strategy to implement successfully on a
consistent basis. Although Mellon Capital has substantial experience in asset
allocation, there can be no assurance that the adviser will consistently
anticipate which asset class will perform best in the future.
The Fund's investment results could suffer, for example, if only a small
portion of the Fund's assets were allocated to stocks during a significant stock
market advance, or if a major portion of its assets were allocated to stocks
during a market decline. Similarly, the Fund's short-term investment results
could also suffer if the Fund were substantially invested in bonds at a time
when interest rates increased.
<PAGE>
7
[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
WILL DO A POOR JOB OF ALLOCATING THE FUND'S NET ASSETS AMONG STOCKS, BONDS,
AND MONEY MARKET INSTRUMENTS.
The Fund is generally managed without regard to tax ramifications.
OTHER INVESTMENT POLICIES AND RISKS
Besides investing in common stocks, bonds, and money market instruments, the
Fund may make certain other kinds of investments to achieve its objective.
The Fund may invest, to a limited extent, in foreign securities.
The Fund may also invest in stock and bond futures and options contracts,
which are traditional types of derivatives. Under normal circumstances, the
market value of these contracts and options may represent up to 50% of the
Fund's assets. (Under unusual circumstances, the Fund may hold futures equal in
value to 100% of its net assets.)
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 fund. The Fund will not use
futures for speculative purposes or as leveraged investments that magnify the
gains or losses of an investment. The Fund will keep separate cash reserves or
short-term, cash-equivalent securities in the amount of the obligation
underlying any futures contract.
The reasons for which the Fund will invest in futures and options are:
o To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
o To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
o To use as an investment tool when reallocating assets among stocks, bonds,
and money market instruments. For example, the adviser may wish to
reallocate 10% of the Fund's assets from stocks to bonds. To implement this
change rapidly and with low transaction costs, the adviser may sell stock
index futures and purchase bond index futures.
The Fund may temporarily depart from its normal investment policies--for
instance, by investing substantially in cash investments--in response to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.
COSTS AND MARKET-TIMING
Some investors try to profit from a strategy called market-timing--switching
money into mutual funds when they expect prices to rise and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term investors who do not generate the costs.
This is why all Vanguard funds have adopted special policies to discourage
short-term trading. Specifically:
o Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. A purchase request could be
rejected because of the timing of the investment or because of a history of
excessive trading by the investor.
o Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
o Each Vanguard fund reserves the right to stop offering shares at any time.
<PAGE>
8
o Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD
IF YOU ARE A MARKET-TIMER.
TURNOVER RATE
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. The FINANCIAL HIGHLIGHTS
section of this prospectus shows historic turnover rates for the Fund. A
turnover rate of 100%, for example, would mean that the Fund had sold and
replaced securities valued at 100% of its net assets within a one-year period.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as taxable
income. As of September 30, 2000, the average turnover rate for all asset
allocation funds was approximately 29%, according to Morningstar, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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). Some forms
of derivatives, such as exchange-traded futures and options on securities,
commodities, or indexes, have been trading on regulated exchanges for more than
two decades. These types of derivatives are standardized contracts that can
easily be bought and sold, and whose market values are determined and published
daily. Non-standardized derivatives, on the other hand, tend to be more
specialized or complex, and may be harder to value. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
--------------------------------------------------------------------------------
THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $570 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
<PAGE>
9
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
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PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at-cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
--------------------------------------------------------------------------------
INVESTMENT ADVISER
Mellon Capital Management Corporation (Mellon Capital), 595 Market St., Suite
3000, San Francisco, CA 94105, the adviser to the Fund, is an investment
advisory firm founded in 1983. Mellon Capital is a wholly owned subsidiary of
MBC Investment Corporation, which itself is a wholly owned subsidiary of Mellon
Financial Corporation. As of September 30, 2000, Mellon Capital managed about
$92 billion in assets. The firm manages the Fund subject to the control of the
trustees and officers of the Fund.
Mellon Capital's advisory fee is paid quarterly, and is based on certain
annual percentage rates applied to the Fund's average month-end assets for each
quarter. In addition, Mellon Capital's advisory fee may be increased or
decreased, based on the cumulative total return of the Fund over a trailing
36-month period as compared with the cumulative total return of the Asset
Allocation Composite Index over the same period. This index is a composite
benchmark, 65% of which is made up of the S&P 500 Index and 35% the Lehman
Brothers Long U.S. Treasury Bond Index. Please consult the Fund's Statement of
Additional Information for a complete explanation of how advisory fees are
calculated.
For the fiscal year ended September 30, 2000, the advisory fee represented
an effective annual rate of 0.11% of the Fund's average net assets before a
decrease of 0.01% based on performance.
The adviser is authorized to choose broker-dealers to handle the purchase
and sale of the Fund's securities, and to obtain the best available price and
most favorable execution for all transactions. Also, the Fund may direct the
adviser to use a particular broker for certain transactions in exchange for
commission rebates or research services provided to the Fund.
In the interest of obtaining better execution of a transaction, the adviser
may at times choose brokers who charge higher commissions. If more than one
broker can obtain the best available price and most favorable execution, then
the adviser is authorized to choose a broker who, in addition to executing the
transaction, will provide research services to the adviser or the Fund.
<PAGE>
10
The board of trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.
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PLAIN TALK ABOUT
THE FUND'S ADVISER
The managers primarily responsible for overseeing the Fund's investments are:
WILLIAM L. FOUSE, CFA, Chairman Emeritus of Executive Committee for Mellon
Capital Management Corporation. He has worked in investment management since
1953, has been with Mellon Capital since its founding in 1983, and has managed
the Fund since its inception in 1988. Education: B.A. and M.B.A., University of
Kentucky.
THOMAS F. LOEB, Chairman and Chief Executive Officer of Mellon Capital
Management Corporation. He has worked in investment management since 1970, has
been with Mellon Capital since its founding in 1983, and has managed the Fund
since its inception in 1988. Education: B.A., Fairleigh Dickinson University;
M.B.A., University of Pennsylvania.
--------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS, AND TAXES
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Income dividends generally are distributed in June and
December; capital gains distributions generally occur in December.
Your dividends and short-term capital gains distributions will be
reinvested in additional Fund shares and accumulate on a tax-deferred basis if
you are investing through an employer-sponsored retirement or savings plan. You
will not owe taxes on these distributions until you begin withdrawals from the
plan. You should consult your plan administrator, your plan's Summary Plan
Description, or your tax adviser about the tax consequences of plan withdrawals.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your portion of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term depending on whether the fund held the securities for one year or
less, or more than one year..
--------------------------------------------------------------------------------
<PAGE>
11
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of regular trading on the New York Stock Exchange
(the NAV is not calculated on holidays or other days when the Exchange is
closed). Net asset value per share is computed by dividing the net assets of the
Fund by the number of Fund shares outstanding.
Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares you own, gives you the dollar amount you would have
received had you sold all of your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's board of trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Funds."
FINANCIAL HIGHLIGHTS
The following financial highlights table is intended to help you understand the
Fund's financial performance for the past five years, and certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned or lost each year on
an investment in the Fund (assuming reinvestment of all dividend and capital
gains distributions). This information has been derived from the financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along with the Fund's financial statements--is included in the Fund's
most recent annual report to shareholders. You may have the annual report sent
to you without charge by contacting Vanguard.
--------------------------------------------------------------------------------
VANGUARD ASSET ALLOCATION FUND
YEAR ENDED SEPTEMBER 30,
--------------------------------------------------------------------------------
2000 1999 1998 1997 1996
--------------------------------------------------------------------------------
NET ASSET VALUE, $24.11 $22.90 $21.53 $18.27 $17.03
BEGINNING OF YEAR
--------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income 1.03 .80 .79 .74 .69
Net Realized and
Unrealized Gain (Loss) 1.61 2.50 2.33 4.29 1.82
on Investments
--------------------------------------------------------------------------------
Total from Investment
Operations 2.64 3.30 3.12 5.03 2.51
--------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net
Investment Income (1.00) (.91) (.74) (.72) (.66)
Distributions from
Realized Capital (.96) (1.18) (1.01) (1.05) (.61)
Gains
--------------------------------------------------------------------------------
Total Distributions (1.96) (2.09) (1.75) (1.77) (1.27)
--------------------------------------------------------------------------------
NET ASSET VALUE, END $24.79 $24.11 $22.90 $21.53 $18.27
OF YEAR
================================================================================
TOTAL RETURN 11.36% 14.68% 15.24% 29.42% 15.27%
================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Year
(Millions) $8,761 $8,182 $5,637 $3,738 $2,341
Ratio of Total Expenses
to Average Net Assets 0.44% 0.49% 0.49% 0.49% 0.47%
Ratio of Net
Investment Income to
Average Net Assets 4.18% 3.49% 3.80% 3.96% 4.17%
Turnover Rate 29% 11% 60% 10% 47%
================================================================================
<PAGE>
12
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PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
The Fund began fiscal 2000 with a net asset value (price) of $24.11 per share.
During the year, the Fund earned $1.03 per share from investment income
(interest and dividends) and $1.61 per share from investments that had
appreciated in value or that were sold for higher prices than the Fund paid for
them.
Shareholders received $1.96 per share in the form of dividend and capital gains
distributions. A portion of each year's distributions may come from the prior
year's income or capital gains.
The earnings ($2.64 per share) minus the distributions ($1.96 per share)
resulted in a share price of $24.79 at the end of the year. This was an increase
of $0.68 per share (from $24.11 at the beginning of the year to $24.79 at the
end of the year). For a shareholder who reinvested the distributions in the
purchase of more shares, the total return from the Fund was 11.36% for the year.
As of September 30, 2000, the Fund had $8.76 billion in net assets. For the
year, its expense ratio was 0.44% ($4.40 per $1,000 of net assets); and its net
investment income amounted to 4.18% of its average net assets. It sold and
replaced securities valued at 29% of its net assets.
--------------------------------------------------------------------------------
<PAGE>
13
INVESTING WITH VANGUARD
The Fund is an investment option in your retirement or savings plan. Your plan
administrator or your employee benefits office can provide you with detailed
information on how to participate in your plan and how to elect the Fund as an
investment option.
o If you have any questions about the Fund or Vanguard, including those about
the Fund's investment objective, strategies, or risks, contact Vanguard's
Participant Access Center, toll-free, at 1-800-523-1188.
o If you have questions about your account, contact your plan administrator
or the organization that provides recordkeeping services for your plan.
INVESTMENT OPTIONS AND ALLOCATIONS
Your plan's specific provisions may allow you to change your investment
selections, the amount of your contributions, or how your contributions are
allocated among the investment choices available to you. Contact your plan
administrator or employee benefits office for more details.
TRANSACTIONS
Contributions, exchanges, or redemptions of the Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete information on your contribution, exchange, or
redemption, and that Vanguard has received the appropriate assets.
In all cases, your transaction will be based on the Fund's next-determined
net asset value after Vanguard receives your request (or, in the case of new
contributions, the next-determined net asset value after Vanguard receives the
order from your plan administrator). As long as this request is received before
the close of trading on the New York Stock Exchange, generally 4 p.m., Eastern
time, you will receive that day's net asset value.
EXCHANGES
The exchange privilege (your ability to redeem shares from one fund to purchase
shares of another fund) may be available to you through your plan. Although we
make every effort to maintain the exchange privilege, Vanguard reserves the
right to revise or terminate this privilege, limit the amount of an exchange, or
reject any exchange, at any time, without notice. Because excessive exchanges
can potentially disrupt the management of the Fund and increase its transaction
costs, Vanguard limits participant exchange activity to no more than FOUR
SUBSTANTIVE "ROUND TRIPS" THROUGH THE FUND (at least 90 days apart) during any
12-month period. A "round trip" is a redemption from the Fund followed by a
purchase back into the Fund. "Substantive" means a dollar amount that Vanguard
determines, in its sole discretion, could adversely affect the management of the
Fund.
Before making an exchange to or from another fund available in your plan,
consider the following:
o Certain investment options, particularly funds made up of company stock or
investment contracts, may be subject to unique restrictions.
o Make sure to read that fund's prospectus. Contact Vanguard's Participant
Access Center, toll-free, at 1-800-523-1188 for a copy.
o Vanguard can accept exchanges only as permitted by your plan. Contact your
plan administrator for details on the exchange policies that apply to your
plan.
<PAGE>
14
ACCESSING FUND INFORMATION BY COMPUTER
VANGUARD ON THE WORLD WIDE WEB WWW.VANGUARD.COM
Use your personal computer to visit Vanguard's education-oriented website, which
provides timely news and information about Vanguard funds and services; the
online Education Center that offers a variety of mutual fund classes; and
easy-to-use, interactive tools to help you create your own investment and
retirement strategies.
<PAGE>
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<PAGE>
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<PAGE>
GLOSSARY OF INVESTMENT TERMS
ACTIVE MANAGEMENT
An investment approach that seeks to exceed the average returns of the financial
markets. Active managers rely on research, market forecasts, and their own
judgment and experience in selecting securities to buy and sell.
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 on securities that a fund
has sold at a profit, minus any realized losses.
CASH INVESTMENTS
Cash deposits, short-term bank deposits, and money market instruments that
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.
INDEX
An unmanaged group of securities whose overall performance is used as a standard
to measure investment performance.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PASSIVE MANAGEMENT
A low-cost investment strategy in which a mutual fund attempts to match--rather
than outperform--a particular stock or bond market index; also known as
indexing.
PRICE/EARNINGS (P/E) RATIO
The current share price of a stock, divided by its per-share earnings (profits).
A stock selling for $20, with earnings of $2 per share, has a price/earnings
ratio of 10.
PRINCIPAL
The amount of money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, assuming the reinvestment of all distributions of dividends and capital
gains.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP(R) LOGO]
Institutional Division
Post Office Box 2900
Valley Forge, PA 19482-2900
FOR MORE INFORMATION
If you'd like more information about
Vanguard Asset Allocation Fund, the
following documents are available
free upon request:
ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.
STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.
All market indexes referenced in
this prospectus are the exclusive
property of their respective owners.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:
THE VANGUARD GROUP
PARTICIPANT ACCESS CENTER
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900
TELEPHONE:
1-800-523-1188
TEXT TELEPHONE:
1-800-523-8004
WORLD WIDE WEB:
WWW.VANGUARD.COM
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's Internet
site at http://www.sec.gov, or you
can receive copies of this
information, for a fee, by electronic
request at the following e-mail
address: [email protected], or by
writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-0102.
Fund's Investment Company Act
file number: 811-5628
(C) 2001 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.
I078 012001
<PAGE>
VANGUARD U.S. VALUE FUND
INVESTOR SHARES
JANUARY 12, 2001
This prospectus
contains financial data
for the Fund through
the fiscal year ended
September 30, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
[A MEMBER OF
THE VANGUARD GROUP(R) LOGO]
<PAGE>
VANGUARD U.S. VALUE FUND
PROSPECTUS
January 12, 2001
A VALUE STOCK MUTUAL FUND
--------------------------------------------------------------------------------
CONTENTS
1 FUND PROFILE
2 ADDITIONAL INFORMATION
3 MORE ON THE FUND
6 THE FUND AND VANGUARD
7 INVESTMENT ADVISER
8 DIVIDENDS, CAPITAL GAINS, AND TAXES
10 SHARE PRICE
10 FINANCIAL HIGHLIGHTS
12 INVESTING WITH VANGUARD
12 Buying Shares
13 Redeeming Shares
15 Other Rules You Should Know
17 Fund and Account Updates
18 Contacting Vanguard
GLOSSARY (inside back cover)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the investment objective, policies, strategies, and
risks associated with the Fund. To highlight terms and concepts important to
mutual fund investors, we have provided "Plain Talk(R)" explanations along the
way. Reading the prospectus will help you decide whether the Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
--------------------------------------------------------------------------------
<PAGE>
1
FUND PROFILE
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital growth and income.
INVESTMENT STRATEGIES
The Fund invests mainly in U.S. common stocks, with a focus on value
stocks--those that are generally out of favor with investors, and that typically
(but not always) have lower-than-average price/earnings (P/E) ratios and
higher-than-average dividend yields. The adviser selects stocks of small,
medium, and large companies by using computerized models to identify stocks that
are trading at prices below the fundamental value of the underlying companies.
PRIMARY RISKS
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
o Investment style risk, which is the chance that returns from small-, mid-,
and large-capitalization stocks will trail returns from the overall stock
market. Historically, small- and mid-cap stocks have been much more
volatile than large-cap stocks.
o Manager risk, which is the chance that poor security selection will cause
the Fund to underperform other funds with similar investment objectives.
PERFORMANCE/RISK INFORMATION
The Fund was in operation for less than one calendar year as of the date of this
prospectus, so it has no meaningful performance information to report.
FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on those incurred in the fiscal period ended September 30, 2000.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's
assets)
Management Expenses: 0.35%
12b-1 Distribution Fee: None
Other Expenses: 0.23%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.58%
The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over various periods if you invest
$10,000 in the Fund's shares. This example assumes that the Fund provides a
return of 5% a year and that operating expenses
<PAGE>
2
remain the same. The results apply whether or not you redeem your investment at
the end of the given period.
-------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------
$59 $186 $324 $726
-------------------------------------------------
THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FOR THE FUTURE.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. Vanguard U.S. Value Fund's expense ratio in fiscal year 2000 was
0.58%, or $5.80 per $1,000 of average net assets. The average multi-cap value
mutual fund had expenses in 1999 of 1.39%, or $13.90 per $1,000 of average net
assets (derived from data provided by Lipper Inc., which reports on the mutual
fund industry). Management expenses, which are one part of operating expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance, reporting, accounting, legal, and other administrative
expenses.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS MINIMUM INITIAL INVESTMENT
Distributed annually in December $3,000; $1,000 for IRAs and custodial
accounts for minors
INVESTMENT ADVISER
Grantham, Mayo, Van Otterloo & Co. NEWSPAPER ABBREVIATION
LLC, Boston, Mass., since inception USValue
INCEPTION DATE VANGUARD FUND NUMBER
June 5, 2000 124
NET ASSETS AS OF SEPTEMBER 30, 2000 CUSIP NUMBER
$68 million 922020201
SUITABLE FOR IRAS TICKER SYMBOL
Yes VUVLX
--------------------------------------------------------------------------------
<PAGE>
3
MORE ON THE FUND
This prospectus describes risks you would face as a Fund shareholder. 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 any mutual fund, you should take into account your
personal tolerance for daily fluctuations in the securities markets. Look for
this [FLAG] symbol throughout the prospectus. It is used to mark detailed
information about each type of risk that you would confront as a Fund
shareholder.
The following sections explain the primary investment strategies and
policies that the Fund uses in pursuit of its objective. The Fund's board of
trustees, which oversees the Fund's management, may change investment strategies
or policies in the interest of shareholders without a shareholder vote unless
those strategies or policies are designated as fundamental.
Finally, you'll find information on other important features of the Fund.
MARKET EXPOSURE
The Fund invests mainly in common stocks of small-, mid-, and
large-capitalization companies that offer favorable prospects for growth of
earnings and dividend income, but whose prices do not reflect these prospects.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
VALUE FUNDS AND GROWTH FUNDS
Value investing and growth investing are two styles employed by stock fund
managers. Value funds generally emphasize stocks of companies from which the
market does not expect strong growth. The prices of value stocks typically are
below-average in comparison to such factors as earnings and book value, and
these stocks typically have above-average dividend yields. Growth funds
generally focus on companies believed to have above-average potential for growth
in revenue and earnings. Reflecting the market's high expectations for superior
growth, such stocks typically have low dividend yields and above-average prices
in relation to such measures as revenue, earnings, and book value. Value and
growth stocks have, in the past, produced similar long-term returns, though each
category has periods when it outperforms the other. In general, value funds are
appropriate for investors who want some dividend income and the potential for
capital gains, but are less tolerant of share-price fluctuations. Growth funds,
by contrast, appeal to investors who will accept more volatility in hopes of a
greater increase in share price. Growth funds also may appeal to investors with
taxable accounts who want a higher proportion of returns to come as capital
gains (which may be taxed at lower rates than dividend income).
--------------------------------------------------------------------------------
[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the S&P 500 Index, a widely used barometer of market
activity. (Total returns consist of
<PAGE>
4
dividend income plus change in market price.) Note that the returns shown do not
include the costs of buying and selling stocks or other expenses that a
real-world investment portfolio would incur. Note, also, that the gap between
best and worst tends to narrow over the long term.
----------------------------------------------------------
U.S. STOCK MARKET RETURNS (1926-1999)
----------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS
----------------------------------------------------------
Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
----------------------------------------------------------
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
[FLAG] THE FUND IS SUBJECT TO INVESTMENT STYLE RISK, WHICH IS THE CHANCE THAT
RETURNS FROM THE MARKET SECTOR IN WHICH IT INVESTS WILL TRAIL RETURNS FROM
OTHER MARKET SECTORS. AS A GROUP, VALUE STOCKS TEND TO GO THROUGH CYCLES OF
DOING BETTER--OR WORSE--THAN COMMON STOCKS IN GENERAL. THESE PERIODS HAVE,
IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks of publicly traded companies--and mutual funds that hold these
stocks--can be classified by the companies' market value, or capitalization.
Market capitalization changes over time, and there is no "official" definition
of the boundaries of large-, mid-, and small-cap stocks. Vanguard generally
defines large-capitalization (large-cap) funds as those holding stocks of
companies whose outstanding shares have, on average, a market value exceeding
$13 billion; mid-cap funds as those holding stocks of companies with a market
value between $1.5 billion and $13 billion; and small-cap funds as those
typically holding stocks of companies with a market value of less than $1.5
billion. Vanguard periodically reassesses these classifications.
--------------------------------------------------------------------------------
SECURITY SELECTION
Grantham, Mayo, Van Otterloo & Co. LLC (GMO), adviser to the Fund, seeks out
companies whose stocks it considers to be undervalued. These are generally
stocks that are out of favor with investors and currently trading at prices
that, the adviser feels, are below what the stocks are worth in relation to the
fundamental value of the underlying companies. These stocks typically--but not
always--have lower-than-average price/earnings (P/E) ratios, and higher-than-
average dividend yields. The Fund will invest in small-, mid-, and
large-capitalization stocks.
The adviser employs proprietary research and multiple quantitative models
for stock selection from the Russell 3000 Value Index. These models together
constitute a
<PAGE>
5
proprietary dividend discount model, which considers other fundamental
characteristics such as book value and cash flow. GMO strategically combines its
models to construct a portfolio that exhibits value characteristics overall.
The Fund is generally managed without regard to tax ramifications.
[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
WILL DO A POOR JOB OF SELECTING STOCKS.
OTHER INVESTMENT POLICIES AND RISKS
Besides investing in undervalued common stocks, the Fund may make certain other
kinds of investments to achieve its objective.
The Fund may invest up to 15% of its assets in restricted securities with
limited marketability or other illiquid securities.
The Fund may also invest in stock futures and options contracts, which are
traditional 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
fund. The Fund will not use futures for speculative purposes or as leveraged
investments that magnify gains or losses. The Fund's obligation under futures
contracts will not exceed 20% of its total assets.
The reasons for which the Fund will invest in futures and options are:
o To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
o To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
The Fund may temporarily depart from its normal investment policies--for
instance, by investing substantially in cash investments--in response to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.
--------------------------------------------------------------------------------
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). Some forms
of derivatives, such as exchange-traded futures and options on securities,
commodities, or indexes, have been trading on regulated exchanges for more than
two decades. These types of derivatives are standardized contracts that can
easily be bought and sold, and whose market values are determined and published
daily. Non-standardized derivatives, on the other hand, tend to be more
specialized or complex, and may be harder to value. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
--------------------------------------------------------------------------------
COSTS AND MARKET-TIMING
Some investors try to profit from a strategy called market-timing--switching
money into mutual funds when they expect prices to rise and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term inves-
<PAGE>
6
tors who do not generate the costs. This is why all Vanguard funds have adopted
special policies to discourage short-term trading. Specifically:
o Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. A purchase request could be
rejected because of the timing of the investment or because of a history of
excessive trading by the investor.
o Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
o Each Vanguard fund reserves the right to stop offering shares at any time.
o Vanguard U.S. Stock Index Funds, International Stock Index Funds, REIT
Index Fund, Balanced Index Fund, and Growth and Income Fund generally do
NOT accept exchanges by telephone or fax, or online. (IRAs and other
retirement accounts are not subject to this rule.)
o Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD IF
YOU ARE A MARKET-TIMER.
TURNOVER RATE
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. The FINANCIAL HIGHLIGHTS
section of this prospectus shows historic turnover rates for the Fund. A
turnover rate of 100%, for example, would mean that the Fund had sold and
replaced securities valued at 100% of its net assets within a one-year period.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as taxable
income. As of September 30, 2000, the average turnover rate for all domestic
stock funds was approximately 94% according to Morningstar, Inc.
--------------------------------------------------------------------------------
THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $570 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
<PAGE>
7
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at-cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
--------------------------------------------------------------------------------
INVESTMENT ADVISER
Grantham, Mayo, Van Otterloo & Co. LLC (GMO), 40 Rowes Wharf, Boston, MA 02110,
adviser to the Fund, is an investment advisory firm founded in 1977. As of
September 30, 2000, GMO managed about $22.4 billion in assets. The firm manages
the Fund subject to the control of the trustees and officers of the Fund.
GMO's advisory fee is paid quarterly, and is based on certain annual
percentage rates applied to the Fund's average month-end assets for each
quarter. In addition, GMO's advisory fee may be increased or decreased, based on
the cumulative total return of the Fund over a trailing 36-month period as
compared with the cumulative total return of the Russell 3000 Value Index over
the same period.
Although the actual fees paid will depend on the Fund's relative
performance and size, the following table illustrates the maximum annual fee
potentially payable by the Fund to GMO:
-----------------------------------------
AVERAGE NET ASSETS MAXIMUM ANNUAL RATE
-----------------------------------------
First $1 billion 0.35%
Over $1 billion 0.30%
-----------------------------------------
The maximum rate assumes that the Fund has outperformed the benchmark index
by at least 2% annually over a 36-month period. The minimum rate (0.10% for
amounts up to $1 billion and 0.05% for amounts over $1 billion) applies if the
Fund underperforms the benchmark.
For purposes of the performance adjustment, the basic fee is determined
using the Fund's average net assets over the same period for which performance
is measured.
Please consult the Fund's Statement of Additional Information for a
complete explanation of how advisory fees are calculated.
The adviser is authorized to choose broker-dealers to handle the purchase
and sale of the Fund's securities, and to obtain the best available price and
most favorable execution for all transactions. Also, the Fund may direct the
adviser to use a particular broker for certain transactions in exchange for
commission rebates or research services provided to the Fund.
In the interest of obtaining better execution of a transaction, the adviser
may at times choose brokers who charge higher commissions. If more than one
broker can obtain the best available price and most favorable execution, then
the adviser is authorized to choose a broker who, in addition to executing the
transaction, will provide research services to the adviser or the Fund.
<PAGE>
8
The board of trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
THE FUND'S ADVISER
The managers primarily responsible for overseeing the Fund's investments are:
CHRISTOPHER M. DARNELL, Chief Investment Officer of Quantitative Investment
Products and Chairman of the U.S. Equity Investment Policy Group at Grantham,
Mayo, Van Otterloo & Co. LLC. He has managed investments for GMO since 1979 and
has managed the Fund since its inception in 2000. Education: B.A., Yale
University; M.B.A., Harvard University.
ROBERT M. SOUCY, Managing Director of U.S. Quantitative Equity at Grantham,
Mayo, Van Otterloo & Co. LLC. He has managed investments for GMO since 1987 and
has managed the Fund since its inception in 2000. Education: B.S., University of
Massachusetts.
--------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS, AND TAXES
FUND DISTRIBUTIONS
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your portion of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term depending on whether the fund held the securities for one year or
less, or more than one year.
--------------------------------------------------------------------------------
BASIC TAX POINTS
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, taxable investors should be aware of the following
basic tax points:
o Distributions are taxable to you for federal income tax purposes whether or
not you reinvest these amounts in additional Fund shares.
<PAGE>
9
o Distributions declared in December--if paid to you by the end of
January--are taxable for federal income tax purposes as if received in
December.
o Any dividends and capital gains that you receive are taxable to you as
ordinary income for federal income tax purposes.
o any distributions of net long-term capital gains are taxable to you as
long-term capital gains for federal income tax purposes, no matter how long
you've owned shares in the Fund.
o Capital gains distributions may vary considerably from year to year as a
result of the Fund's normal investment activities and cash flows.
o A sale or exchange of Fund shares is a taxable event. This means that you
may have a capital gain to report as income, or a capital loss to report as
a deduction, when you complete your federal income tax return.
o Dividend and capital gains distributions that you receive, as well as your
gains or losses from any sale or exchange of Fund shares, may be subject to
state and local income taxes.
GENERAL INFORMATION
BACKUP WITHHOLDING. By law, Vanguard must withhold 31% of any taxable
distributions or redemptions from your account if you do not:
o provide us with your correct taxpayer identification number;
o certify that the taxpayer identification number is correct; and
o confirm that you are not subject to backup withholding.
Similarly, Vanguard must withhold from your account if the IRS instructs us to
do so.
FOREIGN INVESTORS. The Vanguard funds generally do not offer their shares for
sale outside of the United States. Foreign investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID ADDRESSES. If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest all future distributions until you provide us with a valid mailing
address.
TAX CONSEQUENCES. This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed information about
a fund's tax consequences for you.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
"BUYING A DIVIDEND"
Unless you are investing through a tax-deferred retirement account (such as an
IRA), you should avoid buying shares of a fund shortly before it makes a
distribution, because doing so can cost you money in taxes. This is known as
"buying a dividend." For example: On December 15, you invest $5,000, buying 250
shares for $20 each. If the fund pays a distribution of $1 per share on December
16, its share price would drop to $19 (not counting market change). You still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
= $250 in distributions), but you owe tax on the $250 distribution you
received--even if you reinvest it in more shares. To avoid "buying a dividend,"
check a fund's distribution schedule before you invest.
--------------------------------------------------------------------------------
<PAGE>
10
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of regular trading on the New York Stock Exchange
(the NAV is not calculated on holidays or other days when the Exchange is
closed). Net asset value per share is computed by dividing the net assets of the
Fund by the number of Fund shares outstanding.
Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares you own, gives you the dollar amount you would have
received had you sold all of your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's board of trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Funds."
FINANCIAL HIGHLIGHTS
The following financial highlights table is intended to help you understand the
Fund's financial performance since inception, and certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost each period on an
investment in the Fund (assuming reinvestment of all dividend and capital gains
distributions). This information has been derived from the financial statements
audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along with the Fund's financial statements--is included in the Fund's
most recent annual report to shareholders. You may have the annual report sent
to you without charge by contacting Vanguard.
<PAGE>
11
--------------------------------------------------------------------------------
VANGUARD U.S. VALUE FUND
JUNE 5* TO
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
NET ASSET VALUE, $10.00
BEGINNING OF PERIOD
--------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .04
Net Realized and Unrealized Gain .80
(Loss) on Investments
--------------------------------------------------------------------------------
Total from Investment Operations .84
--------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net Investment Income --
Distributions from Realized Capital --
Gains
--------------------------------------------------------------------------------
Total Distributions --
--------------------------------------------------------------------------------
NET ASSET VALUE, END OF $10.84
PERIOD
================================================================================
TOTAL RETURN 8.18%
================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Millions) $68
Ratio of Total Expenses to Average Net Assets 0.58%**
Ratio of Net Investment Income to Average Net Assets 2.08%**
Turnover Rate 18%
================================================================================
*Subscription period for the Fund was June 5, 2000, to June 29, 2000, during
which time all assets were held in money market instruments. Performance
measurement began June 30, 2000.
**Annualized.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
The Fund began the period ended September 30, 2000 with a net asset value
(price) of $10.00 per share. During the period, the Fund earned $0.04 per share
from investment income (interest and dividends) and $0.80 per share from
investments that had appreciated in value or that were sold for higher prices
than the Fund paid for them. Shareholders received no dividend or capital gains
distributions.
The earnings ($0.84 per share) minus the distributions ($0.00 per share)
resulted in a share price of $10.84 at the end of the period. This was an
increase of $0.84 per share (from $10.00 at the beginning of the period to
$10.84 at the end of the period). For a shareholder who reinvested the
distributions in the purchase of more shares, the total return from the Fund was
8.18% for the period.
As of September 30, 2000, the Fund had $68 million in net assets. For the
period, its annualized expense ratio was 0.58% ($5.80 per $1,000 of net assets);
and its annualized net investment income amounted to 2.08% of its average net
assets. It sold and replaced securities valued at 18% of its net assets.
--------------------------------------------------------------------------------
<PAGE>
12
--------------------------------------------------------------------------------
INVESTING WITH VANGUARD
This section of the prospectus explains the basics of doing business with
Vanguard. A special booklet, The Vanguard Service Directory, provides details of
our many shareholder services for individual investors. A separate booklet, The
Compass, does the same for institutional investors. You can request either
booklet by calling or writing Vanguard, using the Contacting Vanguard
instructions found at the end of this section.
BUYING SHARES
REDEEMING SHARES
OTHER RULES YOU SHOULD KNOW
FUND AND ACCOUNT UPDATES
CONTACTING VANGUARD
--------------------------------------------------------------------------------
BUYING SHARES
ACCOUNT MINIMUMS
TO OPEN AND MAINTAIN AN ACCOUNT: $3,000 for regular accounts; $1,000 for IRAs
and custodial accounts for minors.
TO ADD TO AN EXISTING ACCOUNT: $100 by mail or exchange; $1,000 by wire.
HOW TO BUY SHARES
BY CHECK: Mail your check and a completed account registration form to Vanguard.
When adding to an existing account, send your check with an Invest-By-Mail form
detached from your last account statement. For addresses, see Contacting
Vanguard.
BY EXCHANGE PURCHASE: You can purchase shares with the proceeds of a redemption
from another Vanguard fund. All open Vanguard funds permit exchange purchases
requested in writing. MOST VANGUARD FUNDS--OTHER THAN THE STOCK AND BALANCED
INDEX-ORIENTED FUNDS--ALSO ACCEPT EXCHANGE PURCHASES REQUESTED ONLINE OR BY
TELEPHONE. See Other Rules You Should Know for specifics.
BY WIRE: Call Vanguard to purchase shares by wire. See Contacting Vanguard.
YOUR PURCHASE CHECK
When investing by check, make the check payable to: The Vanguard Group-124.
YOUR PURCHASE PRICE
You buy shares at a fund's next-determined NAV after Vanguard accepts your
purchase request. As long as your request is received before the close of
regular trading on the New York Stock Exchange (generally 4 p.m., Eastern time),
you will buy your shares at that day's NAV. This is known as your TRADE DATE.
<PAGE>
13
PURCHASE RULES YOU SHOULD KNOW
o THIRD PARTY CHECKS. To protect the funds from check fraud, Vanguard will not
accept checks made payable to third parties.
o U.S. CHECKS ONLY. All purchase checks must be written in U.S. dollars and
drawn on a U.S. bank.
o LARGE PURCHASES. Vanguard reserves the right to reject any purchase request
that may disrupt a fund's operation or performance. Please call us before
attempting to invest a large dollar amount.
o NO CANCELLATIONS. Place your transaction requests carefully. Vanguard will NOT
cancel any transaction once it has been initiated and a confirmation number has
been assigned (if applicable).
o FUTURE PURCHASES. All Vanguard funds reserve the right to stop selling shares
at any time, or to reject specific purchase requests, including purchases by
exchange from another Vanguard fund.
REDEEMING SHARES
HOW TO REDEEM SHARES
Be sure to check Other Rules You Should Know before initiating your request.
ONLINE: Request a redemption through our website at Vanguard.com.
BY TELEPHONE: Contact Vanguard by telephone to request a redemption. For
telephone numbers, see Contacting Vanguard.
BY MAIL: Send your written redemption instructions to Vanguard. For addresses,
see Contacting Vanguard.
YOUR REDEMPTION PRICE
You redeem shares at a fund's next-determined NAV after Vanguard accepts your
redemption request, including any special documentation required under the
circumstances. As long as your request is received before the close of regular
trading on the New York Stock Exchange (generally 4 p.m., Eastern time), your
shares are redeemed at that day's NAV. This is known as your TRADE DATE.
TYPES OF REDEMPTIONS
o CHECK REDEMPTIONS. Unless instructed otherwise, Vanguard will mail you a
check, normally within two business days of your trade date.
o EXCHANGE REDEMPTIONS. You may instruct Vanguard to apply the proceeds of your
redemption to purchase shares of another Vanguard fund. All open Vanguard funds
accept exchange redemptions requested in writing. Most Vanguard funds--other
than the stock and balanced index-oriented funds--also accept exchange
redemptions requested online
<PAGE>
14
or by telephone. See Other Rules You Should Know for specifics.
o WIRE REDEMPTIONS. When redeeming from a money market fund, bond fund, or the
Preferred Stock Fund, you may instruct Vanguard to wire your redemption proceeds
to a previously designated bank account. Wire redemptions are not available for
Vanguard's other funds, except by exchanging into a bond or money market fund
first. The wire redemption option is not automatic; you must establish it by
completing a special form or the appropriate section of your account
registration. Also, wire redemptions must be requested in writing or by
telephone, not online. A $5 fee applies to wire redemptions under $5,000.
Money Market Funds: For telephone requests accepted at Vanguard by 10:45 a.m.,
Eastern time, the redemption proceeds will arrive at your bank by the close of
business that same day. For other requests accepted before 4 p.m., the
redemption proceeds will arrive at your bank by the close of business on the
following business day.
Bond Funds: For requests accepted at Vanguard by 4 p.m., Eastern time, the
redemption proceeds will arrive at your bank by the close of business on the
following business day.
REDEMPTION RULES YOU SHOULD KNOW
o SPECIAL ACCOUNTS. Special documentation may be required to redeem from certain
types of accounts, such as trust, corporate, nonprofit, or retirement accounts.
Please call us before attempting to redeem from these types of accounts.
o POTENTIALLY DISRUPTIVE REDEMPTIONS. Vanguard reserves the right to pay all or
part of your redemption in-kind--that is, in the form of securities--if we
believe that a cash redemption would disrupt the fund's operation or
performance. Under these circumstances, Vanguard also reserves the right to
delay payment of your redemption proceeds for up to seven days. By calling us
before you attempt to redeem a large dollar amount, you are more likely to avoid
in-kind or delayed payment of your redemption.
o RECENTLY PURCHASED SHARES. While you can redeem shares at any time, proceeds
will not be made available to you until the Fund collects payment for your
purchase. This may take up to ten calendar days for shares purchased by check or
Vanguard Fund Express(R).
o SHARE CERTIFICATES. If share certificates have been issued for your account,
those shares cannot be redeemed until you return the certificates (unsigned) to
Vanguard by registered mail. For the correct address, see Contacting Vanguard.
o PAYMENT TO A DIFFERENT PERSON OR ADDRESS. We can make your redemption check
payable to a different person or send it to a different address. However, this
requires the written
<PAGE>
15
consent of all registered account owners, which must be provided under signature
guarantees. You can obtain a signature guarantee from most commercial and
savings banks, credit unions, trust companies, or member firms of a U.S. stock
exchange.
o NO CANCELLATIONS. Place your transaction requests carefully. Vanguard will NOT
cancel any transaction once it has been initiated and a confirmation number has
been assigned (if applicable).
o EMERGENCY CIRCUMSTANCES. Vanguard funds can postpone payment of redemption
proceeds for up to seven calendar days at any time. In addition, Vanguard funds
can suspend redemptions and/or postpone payments of redemption proceeds at times
when the New York Stock Exchange is closed or during emergency circumstances, as
determined by the U.S. Securities and Exchange Commission.
OTHER RULES YOU SHOULD KNOW
TELEPHONE TRANSACTIONS
o AUTOMATIC. In setting up your account, we'll automatically enable you to do
business with us by regular telephone, unless you instruct us otherwise in
writing.
o TELE-ACCOUNT(TM). To conduct account transactions through Vanguard's automated
telephone service, you must first obtain a personal identification number (PIN).
Call Tele-Account to obtain a PIN, and allow seven days before using this
service.
o PROOF OF A CALLER'S AUTHORITY. We reserve the right to refuse a telephone
request if the caller is unable to provide the following information exactly as
registered on the account:
o Ten-digit account number.
o Complete owner name and address.
o Primary Social Security or employer identification number.
o Personal Identification Number (PIN), if applicable.
o SUBJECT TO REVISION. We reserve the right to revise or terminate Vanguard's
telephone transaction service at any time, without notice.
o SOME VANGUARD FUNDS DO NOT PERMIT TELEPHONE EXCHANGES. To discourage
market-timing, Vanguard's Stock Index Funds, Growth and Income Fund, and
Balanced Index Fund generally do not permit telephone exchanges (in or out),
except for IRAs and certain other retirement accounts.
VANGUARD.COM
o REGISTRATION. You can use your personal computer to review your account
holdings, to sell or exchange shares of
<PAGE>
16
most Vanguard funds, and to perform other transactions. To establish this
service, you can register online.
o SOME VANGUARD FUNDS DO NOT PERMIT ONLINE EXCHANGES. To discourage
market-timing, Vanguard's Stock Index Funds, Growth and Income Fund, and
Balanced Index Fund do not permit online exchanges (in or out), except for IRAs
and certain other retirement accounts.
WRITTEN INSTRUCTIONS
o "GOOD ORDER" REQUIRED. We reserve the right to reject any written transaction
instructions that are not in "good order." This means that your instructions
must include:
o The fund name and account number.
o The amount of the transaction (in dollars or shares).
o Signatures of all owners exactly as registered on the account.
o Signature guarantees, if required for the type of transaction.*
*For instance, signature guarantees must be provided by all registered account
shareholders when redemption proceeds are to be sent to a different person or
address.
RESPONSIBILITY FOR FRAUD
Vanguard will not be responsible for any account losses due to fraud, so long as
we reasonably believe that the person transacting on an account is authorized to
do so. Please take precautions to protect yourself from fraud. Keep your account
information private and immediately review any account statements that we send
to you. Contact Vanguard immediately about any transactions you believe to be
unauthorized.
UNCASHED CHECKS
Please cash your distribution or redemption checks promptly. Vanguard will not
pay interest on uncashed checks.
LIMITS ON ACCOUNT ACTIVITY
Because excessive account transactions can disrupt management of a fund and
increase the fund's costs for all shareholders, Vanguard limits account activity
as follows:
o You may make no more than TWO SUBSTANTIVE "ROUND TRIPS" THROUGH A NON-MONEY
MARKET FUND during any 12-month period.
o Your round trips through a non-money market fund must be at least 30 days
apart.
o All funds may refuse share purchases at any time, for any reason.
o Vanguard reserves the right to revise or terminate the exchange privilege,
limit the amount of an exchange, or reject an exchange, at any time, for
any reason.
A "round trip" is a redemption from a fund followed by a purchase back into the
same fund. Also, a "round trip" covers transactions accomplished by any
combination of methods,
<PAGE>
17
including transactions conducted by check, wire, or exchange to/from another
Vanguard fund. "Substantive" means a dollar amount that Vanguard determines, in
its sole discretion, could adversely affect the management of the fund.
UNUSUAL CIRCUMSTANCES
If you experience difficulty contacting Vanguard online, by telephone, or by
Tele-Account, you can send us your transaction request by regular or express
mail. See Contacting Vanguard for addresses.
INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell shares of most Vanguard funds through a financial
intermediary, such as a bank, broker, or investment adviser. If you invest with
Vanguard through an intermediary, please read that firm's program materials
carefully to learn of any special rules that may apply. For example, special
terms may apply to additional service features, fees, or other policies.
LOW BALANCE ACCOUNTS
All Vanguard funds reserve the right to close any investment-only
retirement-plan account or any nonretirement account whose balance falls below
the minimum initial investment.
Vanguard deducts a $10 fee in June from each nonretirement account whose
balance at that time is below $2,500 ($500 for Vanguard STAR(TM) Fund). The fee
is waived if your total Vanguard account assets are $50,000 or more.
FUND AND ACCOUNT UPDATES
PORTFOLIO SUMMARIES
We will send you quarterly portfolio summaries to help you keep track of your
accounts throughout the year. Each summary shows the market value of your
account at the close of the statement period, as well as all distributions,
purchases, sales, and exchanges for the current calendar year.
AVERAGE COST REVIEW STATEMENTS
For most taxable accounts, average cost review statements will accompany the
quarterly portfolio summaries. These statements show the average cost of shares
that you redeemed during the current calendar year, using the average cost
single category method.
CONFIRMATION STATEMENTS
Each time you buy, sell, or exchange shares, we will send you a statement
confirming the trade date and amount of your transaction.
TAX STATEMENTS
We will send you annual tax statements to assist in preparing your income tax
returns. These statements, which are generally mailed in January, will report
the previous year's
<PAGE>
18
dividend and capital gains distributions, proceeds from the sale of shares, and
distributions from IRAs or other retirement plans.
REPORTS
You will receive financial reports about your funds twice a year--in May and
November. These comprehensive reports include an assessment of the fund's
performance (and a comparison to its industry benchmark), an overview of the
financial markets, a report from the advisers, and the fund's financial
statements, which include a listing of the fund's holdings.
To keep the funds' costs as low as possible (so that you and other
shareholders can keep more of the funds' investment earnings), Vanguard attempts
to eliminate duplicate mailings to the same address. When we find that two or
more shareholders have the same last name and address, we send just one fund
report to that address--instead of mailing separate reports to each shareholder.
If you want us to send separate reports, however, you may notify our Client
Services Department.
CONTACTING VANGUARD
ONLINE
VANGUARD.COM
o Your best source of Vanguard news
o For fund, account, and service information
o For most account transactions
o For literature requests
o 24 hours per day, 7 days per week
VANGUARD TELE-ACCOUNT(R)
1-800-662-6273
(ON-BOARD)
o For automated fund and account information
o For redemptions by check, exchange, or wire
o Toll-free, 24 hours per day, 7 days per week
INVESTOR INFORMATION
1-800-662-7447 (SHIP)
(Text telephone at 1-800-952-3335)
o For fund and service information
o For literature requests
o Business hours only
CLIENT SERVICES
1-800-662-2739 (CREW)
(Text telephone at 1-800-749-7273)
o For account information
o For most account transactions
o Business hours only
INSTITUTIONAL DIVISION
1-888-809-8102
o For information and services for large institutional investors
o Business hours only
<PAGE>
19
VANGUARD ADDRESSES
REGULAR MAIL (INDIVIDUALS--CURRENT CLIENTS):
The Vanguard Group
P.O. Box 1110
Valley Forge, PA 19482-1110
REGULAR MAIL (INSTITUTIONS):
The Vanguard Group
P.O. Box 2900
Valley Forge, PA 19482-2900
REGULAR MAIL (GENERAL INQUIRIES):
The Vanguard Group
P.O. Box 2600
Valley Forge, PA 19482-2600
REGISTERED OR EXPRESS MAIL:
The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
FUND NUMBER
Always use this fund number when contacting us about Vanguard U.S. Value
Fund-124.
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK.)
<PAGE>
GLOSSARY OF INVESTMENT TERMS
CAPITAL GAINS DISTRIBUTION
Payment to mutual fund shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.
CASH INVESTMENTS
Cash deposits, short-term bank deposits, and money market instruments that
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.
GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth. Reflecting market expectations for superior growth, these
stocks typically have low dividend yields and above-average prices in relation
to such factors as revenue, earnings, and book value.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PRICE/EARNINGS (P/E) RATIO
The current share price of a stock, divided by its per-share earnings (profits).
A stock selling for $20, with earnings of $2 per share, has a price/earnings
ratio of 10.
PRINCIPAL
The amount of money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, assuming the reinvestment of all distributions of dividends and capital
gains.
VALUE STOCK FUND
A mutual fund that emphasizes stocks of companies whose growth prospects are
generally regarded as subpar by the market. Reflecting these market
expectations, the prices of value stocks typically are below-average in
comparison with such factors as earnings and book value, and these stocks
typically pay above-average dividend yields.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP(R) LOGO]
Post Office Box 2600
Valley Forge, PA 19482-2600
FOR MORE INFORMATION
If you'd like more information about
Vanguard U.S. Value Fund, the
following documents are available
free upon request:
ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.
STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.
All market indexes referenced in
this prospectus are the exclusive
property of their respective owners.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:
THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA 19482-2600
TELEPHONE:
1-800-662-7447 (SHIP)
TEXT TELEPHONE:
1-800-952-3335
WORLD WIDE WEB:
WWW.VANGUARD.COM
If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:
CLIENT SERVICES DEPARTMENT
TELEPHONE:
1-800-662-2739 (CREW)
TEXT TELEPHONE:
1-800-749-7273
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's Internet
site at http://www.sec.gov, or you
can receive copies of this
information, for a fee, by electronic
request at the following e-mail
address: [email protected], or by
writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-0102.
Fund's Investment Company
Act file number: 811-5628
(C) 2001 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing
Corporation, Distributor.
P124 012001
<PAGE>
VANGUARD U.S. VALUE FUND
FOR PARTICIPANTS
JANUARY 12, 2001
This prospectus
contains financial data
for the Fund through
the fiscal year ended
September 30, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
[A MEMBER OF
THE VANGUARD GROUP(R) LOGO]
<PAGE>
VANGUARD U.S. VALUE FUND
PARTICIPANT PROSPECTUS
January 12, 2001
A VALUE STOCK MUTUAL FUND
--------------------------------------------------------------------------------
CONTENTS
1 FUND PROFILE
2 ADDITIONAL INFORMATION
3 MORE ON THE FUND
6 THE FUND AND VANGUARD
7 INVESTMENT ADVISER
8 DIVIDENDS, CAPITAL GAINS, AND TAXES
9 SHARE PRICE
9 FINANCIAL HIGHLIGHTS
11 INVESTING WITH VANGUARD
12 ACCESSING FUND INFORMATION BY COMPUTER
GLOSSARY (inside back cover)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the investment objective, policies, strategies, and
risks associated with the Fund. To highlight terms and concepts important to
mutual fund investors, we have provided "Plain Talk/(R)/" explanations along the
way. Reading the prospectus will help you decide whether the Fund is the right
investment for you. We suggest that you keep this prospectus for future
reference.
This prospectus is intended for participants in employer-sponsored
retirement or savings plans. Another version--for investors who would like to
open a personal investment account--can be obtained by calling Vanguard at
1-800-662-7447.
-------------------------------------------------------------------------------
<PAGE>
1
FUND PROFILE
INVESTMENT OBJECTIVE
The Fund seeks to provide long-term capital growth and income.
INVESTMENT STRATEGIES
The Fund invests mainly in U.S. common stocks, with a focus on value
stocks--those that are generally out of favor with investors, and that typically
(but not always) have lower-than-average price/earnings (P/E) ratios and
higher-than-average dividend yields. The adviser selects stocks of small,
medium, and large companies by using computerized models to identify stocks that
are trading at prices below the fundamental value of the underlying companies.
PRIMARY RISKS
THE FUND'S TOTAL RETURN, LIKE STOCK PRICES GENERALLY, WILL FLUCTUATE WITHIN A
WIDE RANGE, SO AN INVESTOR COULD LOSE MONEY OVER SHORT OR EVEN LONG PERIODS. The
Fund is also subject to:
o Investment style risk, which is the chance that returns from small-, mid-,
and large-capitalization stocks will trail returns from the overall stock
market. Historically, small- and mid-cap stocks have been much more
volatile than large-cap stocks.
o Manager risk, which is the chance that poor security selection will cause
the Fund to underperform other funds with similar investment objectives.
PERFORMANCE/RISK INFORMATION
The Fund was in operation for less than one calendar year as of the date of this
prospectus, so it has no meaningful performance information to report.
FEES AND EXPENSES
The following table describes the fees and expenses you may pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on those incurred in the fiscal period ended September 30, 2000.
SHAREHOLDER FEES (fees paid directly from your investment)
Sales Charge (Load) Imposed on Purchases: None
Sales Charge (Load) Imposed on Reinvested Dividends: None
Redemption Fee: None
Exchange Fee: None
ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's
assets)
Management Expenses: 0.35%
12b-1 Distribution Fee: None
Other Expenses: 0.23%
TOTAL ANNUAL FUND OPERATING EXPENSES: 0.58%
The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical expenses that you would incur over various periods if you invest
$10,000 in the Fund's shares. This example assumes that the Fund provides a
return of 5% a year and that operating expenses
<PAGE>
2
remain the same. The results apply whether or not you redeem your investment at
the end of the given period.
-------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------
$59 $186 $324 $726
-------------------------------------------------
THIS EXAMPLE SHOULD NOT BE CONSIDERED TO REPRESENT ACTUAL EXPENSES OR
PERFORMANCE FOR THE FUTURE.
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PLAIN TALK ABOUT
FUND EXPENSES
All mutual funds have operating expenses. These expenses, which are deducted
from a fund's gross income, are expressed as a percentage of the net assets of
the fund. Vanguard U.S. Value Fund's expense ratio in fiscal year 2000 was
0.58%, or $5.80 per $1,000 of average net assets. The average multi-cap value
mutual fund had expenses in 1999 of 1.39%, or $13.90 per $1,000 of average net
assets (derived from data provided by Lipper Inc., which reports on the mutual
fund industry). Management expenses, which are one part of operating expenses,
include investment advisory fees as well as other costs of managing a fund--such
as account maintenance, reporting, accounting, legal, and other administrative
expenses.
--------------------------------------------------------------------------------
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PLAIN TALK ABOUT
COSTS OF INVESTING
Costs are an important consideration in choosing a mutual fund. That's because
you, as a shareholder, pay the costs of operating a fund, plus any transaction
costs associated with the fund's buying and selling of securities. These costs
can erode a substantial portion of the gross income or capital appreciation a
fund achieves. Even seemingly small differences in expenses can, over time, have
a dramatic effect on a fund's performance.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ADDITIONAL INFORMATION
DIVIDENDS AND CAPITAL GAINS NEWSPAPER ABBREVIATION
Distributed annually in December USValue
INVESTMENT ADVISER VANGUARD FUND NUMBER
Grantham, Mayo, Van Otterloo & Co. LLC, Boston, 124
Mass., since inception
CUSIP NUMBER
INCEPTION DATE 922020201
June 5, 2000
NET ASSETS AS OF SEPTEMBER 30, 2000 TICKER SYMBOL
$68 million VUVLX
--------------------------------------------------------------------------------
<PAGE>
3
MORE ON THE FUND
This prospectus describes risks you would face as a Fund shareholder. 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 any mutual fund, you should take into account your
personal tolerance for daily fluctuations in the securities markets. Look for
this [FLAG] symbol throughout the prospectus. It is used to mark detailed
information about each type of risk that you would confront as a Fund
shareholder.
The following sections explain the primary investment strategies and
policies that the Fund uses in pursuit of its objective. The Fund's board of
trustees, which oversees the Fund's management, may change investment strategies
or policies in the interest of shareholders without a shareholder vote unless
those strategies or policies are designated as fundamental.
Finally, you'll find information on other important features of the Fund.
MARKET EXPOSURE
The Fund invests mainly in common stocks of small-, mid-, and
large-capitalization companies that offer favorable prospects for growth of
earnings and dividend income, but whose prices do not reflect these prospects.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
VALUE FUNDS AND GROWTH FUNDS
Value investing and growth investing are two styles employed by stock fund
managers. Value funds generally emphasize stocks of companies from which the
market does not expect strong growth. The prices of value stocks typically are
below-average in comparison to such factors as earnings and book value, and
these stocks typically have above-average dividend yields. Growth funds
generally focus on companies believed to have above-average potential for growth
in revenue and earnings. Reflecting the market's high expectations for superior
growth, such stocks typically have low dividend yields and above-average prices
in relation to such measures as revenue, earnings, and book value. Value and
growth stocks have, in the past, produced similar long-term returns, though each
category has periods when it outperforms the other. In general, value funds are
appropriate for investors who want some dividend income and the potential for
capital gains, but are less tolerant of share-price fluctuations. Growth funds,
by contrast, appeal to investors who will accept more volatility in hopes of a
greater increase in share price. Growth funds also may appeal to investors with
taxable accounts who want a higher proportion of returns to come as capital
gains (which may be taxed at lower rates than dividend income).
--------------------------------------------------------------------------------
[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK, WHICH IS THE CHANCE THAT STOCK
PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS. STOCK MARKETS
TEND TO MOVE IN CYCLES, WITH PERIODS OF RISING PRICES AND PERIODS OF
FALLING PRICES.
To illustrate the volatility of stock prices, the following table shows the
best, worst, and average total returns for the U.S. stock market over various
periods as measured by the S&P 500 Index, a widely used barometer of market
activity. (Total returns consist of
<PAGE>
4
dividend income plus change in market price.) Note that the returns shown do not
include the costs of buying and selling stocks or other expenses that a
real-world investment portfolio would incur. Note, also, that the gap between
best and worst tends to narrow over the long term.
----------------------------------------------------------
U.S. STOCK MARKET RETURNS (1926-1999)
----------------------------------------------------------
1 YEAR 5 YEARS 10 YEARS 20 YEARS
----------------------------------------------------------
Best 54.2% 28.6% 19.9% 17.9%
Worst -43.1 -12.4 -0.9 3.1
Average 13.2 11.0 11.1 11.1
----------------------------------------------------------
The table covers all of the 1-, 5-, 10-, and 20-year periods from 1926
through 1999. You can see, for example, that while the average return on common
stocks for all of the 5-year periods was 11.0%, returns for individual 5-year
periods ranged from a -12.4% average (from 1928 through 1932) to 28.6% (from
1995 through 1999). These average returns reflect past performance on common
stocks; you should not regard them as an indication of future returns from
either the stock market as a whole or this Fund in particular.
[FLAG] THE FUND IS SUBJECT TO INVESTMENT STYLE RISK, WHICH IS THE CHANCE THAT
RETURNS FROM THE MARKET SECTOR IN WHICH IT INVESTS WILL TRAIL RETURNS FROM
OTHER MARKET SECTORS. AS A GROUP, VALUE STOCKS TEND TO GO THROUGH CYCLES OF
DOING BETTER--OR WORSE--THAN COMMON STOCKS IN GENERAL. THESE PERIODS HAVE,
IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.
--------------------------------------------------------------------------------
PLAIN TALK ABOUT
LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS
Stocks of publicly traded companies--and mutual funds that hold these
stocks--can be classified by the companies' market value, or capitalization.
Market capitalization changes over time, and there is no "official" definition
of the boundaries of large-, mid-, and small-cap stocks. Vanguard generally
defines large-capitalization (large-cap) funds as those holding stocks of
companies whose outstanding shares have, on average, a market value exceeding
$13 billion; mid-cap funds as those holding stocks of companies with a market
value between $1.5 billion and $13 billion; and small-cap funds as those
typically holding stocks of companies with a market value of less than $1.5
billion. Vanguard periodically reassesses these classifications.
--------------------------------------------------------------------------------
SECURITY SELECTION
Grantham, Mayo, Van Otterloo & Co. LLC (GMO), adviser to the Fund, seeks out
companies whose stocks it considers to be undervalued. These are generally
stocks that are out of favor with investors and currently trading at prices
that, the adviser feels, are below what the stocks are worth in relation to the
fundamental value of the underlying companies. These stocks typically--but not
always--have lower-than-average price/earnings (P/E) ratios, and higher-than-
average dividend yields. The Fund will invest in small-, mid-, and
large-capitalization stocks.
The adviser employs proprietary research and multiple quantitative models
for stock selection from the Russell 3000 Value Index. These models together
constitute a
<PAGE>
5
proprietary dividend discount model, which considers other fundamental
characteristics such as book value and cash flow. GMO strategically combines its
models to construct a portfolio that exhibits value characteristics overall.
The Fund is generally managed without regard to tax ramifications.
[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
WILL DO A POOR JOB OF SELECTING STOCKS.
OTHER INVESTMENT POLICIES AND RISKS
Besides investing in undervalued common stocks, the Fund may make certain other
kinds of investments to achieve its objective.
The Fund may invest up to 15% of its assets in restricted securities with
limited marketability or other illiquid securities.
The Fund may also invest in stock futures and options contracts, which are
traditional 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
fund. The Fund will not use futures for speculative purposes or as leveraged
investments that magnify gains or losses. The Fund's obligation under futures
contracts will not exceed 20% of its total assets.
The reasons for which the Fund will invest in futures and options are:
o To keep cash on hand to meet shareholder redemptions or other needs while
simulating full investment in stocks.
o To reduce the Fund's transaction costs or add value when these instruments
are favorably priced.
The Fund may temporarily depart from its normal investment policies--for
instance, by investing substantially in cash investments--in response to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.
--------------------------------------------------------------------------------
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). Some forms
of derivatives, such as exchange-traded futures and options on securities,
commodities, or indexes, have been trading on regulated exchanges for more than
two decades. These types of derivatives are standardized contracts that can
easily be bought and sold, and whose market values are determined and published
daily. Non-standardized derivatives, on the other hand, tend to be more
specialized or complex, and may be harder to value. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
--------------------------------------------------------------------------------
COSTS AND MARKET-TIMING
Some investors try to profit from a strategy called market-timing--switching
money into mutual funds when they expect prices to rise and taking money out
when they expect prices to fall. As money is shifted in and out, a fund incurs
expenses for buying and selling securities. These costs are borne by all fund
shareholders, including the long-term inves-
<PAGE>
6
tors who do not generate the costs. This is why all Vanguard funds have adopted
special policies to discourage short-term trading. Specifically:
o Each Vanguard fund reserves the right to reject any purchase
request--including exchanges from other Vanguard funds--that it regards as
disruptive to efficient portfolio management. A purchase request could be
rejected because of the timing of the investment or because of a history of
excessive trading by the investor.
o Each Vanguard fund (except the money market funds) limits the number of
times that an investor can exchange into and out of the fund.
o Each Vanguard fund reserves the right to stop offering shares at any time.
o Certain Vanguard funds charge transaction fees on purchases and/or
redemptions of their shares.
See the INVESTING WITH VANGUARD section of this prospectus for further details
on Vanguard's transaction policies.
THE VANGUARD FUNDS DO NOT PERMIT MARKET-TIMING. DO NOT INVEST WITH VANGUARD
IF YOU ARE A MARKET-TIMER.
TURNOVER RATE
Although the Fund normally seeks to invest for the long term, it may sell
securities regardless of how long they have been held. The FINANCIAL HIGHLIGHTS
section of this prospectus shows historic turnover rates for the Fund. A
turnover rate of 100%, for example, would mean that the Fund had sold and
replaced securities valued at 100% of its net assets within a one-year period.
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PLAIN TALK ABOUT
TURNOVER RATE
Before investing in a mutual fund, you should review its turnover rate. This
gives an indication of how transaction costs could affect the fund's future
returns. In general, the greater the volume of buying and selling by the fund,
the greater the impact that brokerage commissions and other transaction costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate capital gains that must be distributed to shareholders as taxable
income. As of September 30, 2000, the average turnover rate for all domestic
stock funds was approximately 94% according to Morningstar, Inc.
--------------------------------------------------------------------------------
THE FUND AND VANGUARD
The Fund is a member of The Vanguard Group, a family of more than 35 investment
companies with more than 100 funds holding assets worth more than $570 billion.
All of the Vanguard funds share in the expenses associated with business
operations, such as personnel, office space, equipment, and advertising.
Vanguard also provides marketing services to the funds. Although
shareholders do not pay sales commissions or 12b-1 distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.
<PAGE>
7
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PLAIN TALK ABOUT
VANGUARD'S UNIQUE CORPORATE STRUCTURE
The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus indirectly by the shareholders in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person, by a group of individuals, or by investors who own the
management company's stock. By contrast, Vanguard provides its services on an
"at-cost" basis, and the funds' expense ratios reflect only these costs. No
separate management company reaps profits or absorbs losses from operating the
funds.
--------------------------------------------------------------------------------
INVESTMENT ADVISER
Grantham, Mayo, Van Otterloo & Co. LLC (GMO), 40 Rowes Wharf, Boston, MA 02110,
adviser to the Fund, is an investment advisory firm founded in 1977. As of
September 30, 2000, GMO managed about $22.4 billion in assets. The firm manages
the Fund subject to the control of the trustees and officers of the Fund.
GMO's advisory fee is paid quarterly, and is based on certain annual
percentage rates applied to the Fund's average month-end assets for each
quarter. In addition, GMO's advisory fee may be increased or decreased, based on
the cumulative total return of the Fund over a trailing 36-month period as
compared with the cumulative total return of the Russell 3000 Value Index over
the same period.
Although the actual fees paid will depend on the Fund's relative
performance and size, the following table illustrates the maximum annual fee
potentially payable by the Fund to GMO:
-----------------------------------------
AVERAGE NET ASSETS MAXIMUM ANNUAL RATE
-----------------------------------------
First $1 billion 0.35%
Over $1 billion 0.30%
-----------------------------------------
The maximum rate assumes that the Fund has outperformed the benchmark index
by at least 2% annually over a 36-month period. The minimum rate (0.10% for
amounts up to $1 billion and 0.05% for amounts over $1 billion) applies if the
Fund underperforms the benchmark.
For purposes of the performance adjustment, the basic fee is determined
using the Fund's average net assets over the same period for which performance
is measured.
Please consult the Fund's Statement of Additional Information for a
complete explanation of how advisory fees are calculated.
The adviser is authorized to choose broker-dealers to handle the purchase
and sale of the Fund's securities, and to obtain the best available price and
most favorable execution for all transactions. Also, the Fund may direct the
adviser to use a particular broker for certain transactions in exchange for
commission rebates or research services provided to the Fund.
In the interest of obtaining better execution of a transaction, the adviser
may at times choose brokers who charge higher commissions. If more than one
broker can obtain the best available price and most favorable execution, then
the adviser is authorized to choose a broker who, in addition to executing the
transaction, will provide research services to the adviser or the Fund.
<PAGE>
8
The board of trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.
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PLAIN TALK ABOUT
THE FUND'S ADVISER
The managers primarily responsible for overseeing the Fund's investments are:
CHRISTOPHER M. DARNELL, Chief Investment Officer of Quantitative Investment
Products and Chairman of the U.S. Equity Investment Policy Group at Grantham,
Mayo, Van Otterloo & Co. LLC. He has managed investments for GMO since 1979 and
has managed the Fund since its inception in 2000. Education: B.A., Yale
University; M.B.A., Harvard University.
ROBERT M. SOUCY, Managing Director of U.S. Quantitative Equity at Grantham,
Mayo, Van Otterloo & Co. LLC. He has managed investments for GMO since 1987 and
has managed the Fund since its inception in 2000. Education: B.S., University of
Massachusetts.
--------------------------------------------------------------------------------
DIVIDENDS, CAPITAL GAINS, AND TAXES
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December.
Your dividends and capital gains distributions will be reinvested in
additional Fund shares and accumulate on a tax-deferred basis if you are
investing through an employer-sponsored retirement or savings plan. You will not
owe taxes on these distributions until you begin withdrawals from the plan. You
should consult your plan administrator, your plan's Summary Plan Description, or
your tax adviser about the tax consequences of plan withdrawals.
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PLAIN TALK ABOUT
DISTRIBUTIONS
As a shareholder, you are entitled to your portion of the fund's income from
interest and dividends, and gains from the sale of investments. You receive such
earnings as either an income dividend or a capital gains distribution. Income
dividends come from both the dividends that the fund earns from any stock
holdings and the interest it receives from any money market and bond
investments. Capital gains are realized whenever the fund sells securities for
higher prices than it paid for them. These capital gains are either short-term
or long-term depending on whether the fund held the securities for one year or
less, or more than one year.
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<PAGE>
9
SHARE PRICE
The Fund's share price, called its net asset value, or NAV, is calculated each
business day after the close of regular trading on the New York Stock Exchange
(the NAV is not calculated on holidays or other days when the Exchange is
closed). Net asset value per share is computed by dividing the net assets of the
Fund by the number of Fund shares outstanding.
Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the number of shares you own, gives you the dollar amount you would have
received had you sold all of your shares back to the Fund that day.
A NOTE ON PRICING: The Fund's investments will be priced at their market
value when market quotations are readily available. When these quotations are
not readily available, investments will be priced at their fair value,
calculated according to procedures adopted by the Fund's board of trustees.
The Fund's share price can be found daily in the mutual fund listings of
most major newspapers under the heading "Vanguard Funds."
FINANCIAL HIGHLIGHTS
The following financial highlights table is intended to help you understand the
Fund's financial performance since inception, and certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost each period on an
investment in the Fund (assuming reinvestment of all dividend and capital gains
distributions). This information has been derived from the financial statements
audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along with the Fund's financial statements--is included in the Fund's
most recent annual report to shareholders. You may have the annual report sent
to you without charge by contacting Vanguard.
<PAGE>
10
--------------------------------------------------------------------------------
VANGUARD U.S. VALUE FUND
JUNE 5* TO
SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
NET ASSET VALUE, $10.00
BEGINNING OF PERIOD
--------------------------------------------------------------------------------
INVESTMENT OPERATIONS
Net Investment Income .04
Net Realized and Unrealized Gain .80
(Loss) on Investments
--------------------------------------------------------------------------------
Total from Investment Operations .84
--------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net Investment Income --
Distributions from Realized Capital --
Gains
--------------------------------------------------------------------------------
Total Distributions --
--------------------------------------------------------------------------------
NET ASSET VALUE, END OF $10.84
PERIOD
================================================================================
TOTAL RETURN 8.18%
================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Millions) $68
Ratio of Total Expenses to Average Net Assets 0.58%**
Ratio of Net Investment Income to Average Net Assets 2.08%**
Turnover Rate 18%
================================================================================
*Subscription period for the Fund was June 5, 2000, to June 29, 2000, during
which time all assets were held in money market instruments. Performance
measurement began June 30, 2000.
**Annualized.
--------------------------------------------------------------------------------
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PLAIN TALK ABOUT
HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE
The Fund began the period ended September 30, 2000 with a net asset value
(price) of $10.00 per share. During the period, the Fund earned $0.04 per share
from investment income (interest and dividends) and $0.80 per share from
investments that had appreciated in value or that were sold for higher prices
than the Fund paid for them. Shareholders received no dividend or capital gains
distributions.
The earnings ($0.84 per share) minus the distributions ($0.00 per share)
resulted in a share price of $10.84 at the end of the period. This was an
increase of $0.84 per share (from $10.00 at the beginning of the period to
$10.84 at the end of the period). For a shareholder who reinvested the
distributions in the purchase of more shares, the total return from the Fund was
8.18% for the period.
As of September 30, 2000, the Fund had $68 million in net assets. For the
period, its annualized expense ratio was 0.58% ($5.80 per $1,000 of net assets);
and its annualized net investment income amounted to 2.08% of its average net
assets. It sold and replaced securities valued at 18% of its net assets.
--------------------------------------------------------------------------------
<PAGE>
10
INVESTING WITH VANGUARD
The Fund is an investment option in your retirement or savings plan. Your plan
administrator or your employee benefits office can provide you with detailed
information on how to participate in your plan and how to elect the Fund as an
investment option.
o If you have any questions about the Fund or Vanguard, including those about
the Fund's investment objective, strategies, or risks, contact Vanguard's
Participant Access Center, toll-free, at 1-800-523-1188.
o If you have questions about your account, contact your plan administrator
or the organization that provides recordkeeping services for your plan.
INVESTMENT OPTIONS AND ALLOCATIONS
Your plan's specific provisions may allow you to change your investment
selections, the amount of your contributions, or how your contributions are
allocated among the investment choices available to you. Contact your plan
administrator or employee benefits office for more details.
TRANSACTIONS
Contributions, exchanges, or redemptions of the Fund's shares are processed as
soon as they have been received by Vanguard in good order. Good order means that
your request includes complete information on your contribution, exchange, or
redemption, and that Vanguard has received the appropriate assets.
In all cases, your transaction will be based on the Fund's next-determined
net asset value after Vanguard receives your request (or, in the case of new
contributions, the next-determined net asset value after Vanguard receives the
order from your plan administrator). As long as this request is received before
the close of trading on the New York Stock Exchange, generally 4 p.m., Eastern
time, you will receive that day's net asset value.
EXCHANGES
The exchange privilege (your ability to redeem shares from one fund to purchase
shares of another fund) may be available to you through your plan. Although we
make every effort to maintain the exchange privilege, Vanguard reserves the
right to revise or terminate this privilege, limit the amount of an exchange, or
reject any exchange, at any time, without notice. Because excessive exchanges
can potentially disrupt the management of the Fund and increase its transaction
costs, Vanguard limits participant exchange activity to no more than FOUR
SUBSTANTIVE "ROUND TRIPS" THROUGH THE FUND (at least 90 days apart) during any
12-month period. A "round trip" is a redemption from the Fund followed by a
purchase back into the Fund. "Substantive" means a dollar amount that Vanguard
determines, in its sole discretion, could adversely affect the management of the
Fund.
Before making an exchange to or from another fund available in your plan,
consider the following:
o Certain investment options, particularly funds made up of company stock or
investment contracts, may be subject to unique restrictions.
o Make sure to read that fund's prospectus. Contact Vanguard's Participant
Access Center, toll-free, at 1-800-523-1188 for a copy.
o Vanguard can accept exchanges only as permitted by your plan. Contact your
plan administrator for details on the exchange policies that apply to your
plan.
<PAGE>
12
ACCESSING FUND INFORMATION BY COMPUTER
VANGUARD ON THE WORLD WIDE WEB WWW.VANGUARD.COM
Use your personal computer to visit Vanguard's education-oriented website, which
provides timely news and information about Vanguard funds and services; the
online Education Center that offers a variety of mutual fund classes; and
easy-to-use, interactive tools to help you create your own investment and
retirement strategies.
<PAGE>
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<PAGE>
GLOSSARY OF INVESTMENT TERMS
CAPITAL GAINS DISTRIBUTION
Payment to mutual fund shareholders of gains realized on securities that a fund
has sold at a profit, minus any realized losses.
CASH INVESTMENTS
Cash deposits, short-term bank deposits, and money market instruments that
include U.S. Treasury bills, bank certificates of deposit (CDs), repurchase
agreements, commercial paper, and banker's acceptances.
COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.
DIVIDEND INCOME
Payment to shareholders of income from interest or dividends generated by a
fund's investments.
EXPENSE RATIO
The percentage of a fund's average net assets used to pay its expenses. The
expense ratio includes management fees, administrative fees, and any 12b-1
distribution fees.
FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not badly hurt by the
poor performance of a single security, industry, or country.
GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth. Reflecting market expectations for superior growth, these
stocks typically have low dividend yields and above-average prices in relation
to such factors as revenue, earnings, and book value.
INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.
MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.
NET ASSET VALUE (NAV)
The market value of a mutual fund's total assets, minus liabilities, divided by
the number of shares outstanding. The value of a single share is called its
share value or share price.
PRICE/EARNINGS (P/E) RATIO
The current share price of a stock, divided by its per-share earnings (profits).
A stock selling for $20, with earnings of $2 per share, has a price/earnings
ratio of 10.
PRINCIPAL
The amount of money you put into an investment.
SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.
TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, assuming the reinvestment of all distributions of dividends and capital
gains.
VALUE STOCK FUND
A mutual fund that emphasizes stocks of companies whose growth prospects are
generally regarded as subpar by the market. Reflecting these market
expectations, the prices of value stocks typically are below-average in
comparison with such factors as earnings and book value, and these stocks
typically pay above-average dividend yields.
VOLATILITY
The fluctuations in value of a mutual fund or other security. The greater a
fund's volatility, the wider the fluctuations between its high and low prices.
YIELD
Income (interest or dividends) earned by an investment, expressed as a
percentage of the investment's price.
<PAGE>
[SHIP]
[THE VANGUARD GROUP(R) LOGO]
Institutional Division
Post Office Box 2900
Valley Forge, PA 19482-2900
FOR MORE INFORMATION
If you'd like more information about
Vanguard U.S. Value Fund, the
following documents are available
free upon request:
ANNUAL/SEMIANNUAL REPORTS
TO SHAREHOLDERS
Additional information about the
Fund's investments is available in
the Fund's annual and semiannual
reports to shareholders.
STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.
The current annual and semiannual
reports and the SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.
All market indexes referenced in
this prospectus are the exclusive
property of their respective owners.
To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Fund or other
Vanguard funds, please contact us
as follows:
THE VANGUARD GROUP
PARTICIPANT ACCESS CENTER
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900
TELEPHONE:
1-800-523-1188
TEXT TELEPHONE:
1-800-523-8004
WORLD WIDE WEB:
WWW.VANGUARD.COM
INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-202-942-8090. Reports and
other information about the Fund are
also available on the SEC's Internet
site at http://www.sec.gov, or you
can receive copies of this
information, for a fee, by electronic
request at the following e-mail
address: [email protected], or by
writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-0102.
Fund's Investment Company Act
file number: 811-5628
(C) 2001 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.
I124 012001
<PAGE>
PART B
VANGUARD(R) MALVERN FUNDS
(THE TRUST)
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 12, 2001
This Statement is not a prospectus but should be read in conjunction with the
Trust's current Prospectuses (dated January 12, 2001). To obtain, without
charge, a Prospectus or the most recent Annual Report to Shareholders, which
contains the Funds' financial statements as hereby incorporated by reference,
please call:
INVESTOR INFORMATION DEPARTMENT:
1-800-662-7447
TABLE OF CONTENTS
PAGE
DESCRIPTION OF THE TRUST ....................................... B-1
INVESTMENT POLICIES..............................................B-3
FUNDAMENTAL INVESTMENT LIMITATIONS...............................B-7
YIELD AND TOTAL RETURN...........................................B-8
SHARE PRICE......................................................B-10
PURCHASE OF SHARES...............................................B-11
REDEMPTION OF SHARES.............................................B-11
MANAGEMENT OF THE FUNDS .........................................B-11
INVESTMENT ADVISORY SERVICES.....................................B-14
PORTFOLIO TRANSACTIONS...........................................B-18
FINANCIAL STATEMENTS.............................................B-19
COMPARATIVE INDEXES..............................................B-19
GLOSSARY.........................................................B-21
DESCRIPTION OF THE TRUST
ORGANIZATION
The Trust was organized as a Maryland corporation in 1988, and was reorganized
as a Delaware business trust in May, 1998. Prior to its reorganization as a
Delaware business trust, the Trust was known as Vanguard Asset Allocation Fund,
Inc. The Trust changed its name to Vanguard Malvern Funds in May, 2000. The
Trust is registered with the United States Securities and Exchange Commission
(the Commission) under the Investment Company Act of 1940 (the 1940 Act) as an
open-end, diversified management investment company.
The Trust has the ability to offer additional funds or classes of shares.
There is no limit on the number of full and fractional shares that each Fund may
issue. The Trust currently offers the following funds:
Vanguard(R) Asset Allocation Fund
Vanguard(R) U.S. Value Fund
(individually, the Fund; collectively, the Funds)
SERVICE PROVIDERS
CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street,
Boston, Massachusetts 02110, serves as Vanguard Asset Allocation Fund's
custodian. Citibank, 111 Wall Street, New York, New York 10005 serves as
custodian for Vanguard U.S. Value Fund. The custodians are responsible
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for maintaining the Funds' assets and keeping all necessary accounts and records
of each Fund's assets.
INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 2001 Market Street,
Suite 1700, Philadelphia, Pennsylvania 19103, serves as the Funds' independent
accountants. The accountants audit each Fund's financial statements and provide
other related services.
TRANSFER AND DIVIDEND-PAYING AGENT. The Funds' transfer agent and
dividend-paying agent is The Vanguard Group, Inc., 100 Vanguard Boulevard,
Malvern, Pennsylvania 19355.
CHARACTERISTICS OF THE FUND'S SHARES
RESTRICTIONS ON HOLDING OR DISPOSING OF SHARES. There are no restrictions
on the right of shareholders to retain or dispose of the Funds' shares, other
than the possible future termination of the Funds. Each Fund may be terminated
by reorganization into another mutual fund or by liquidation and distribution of
the assets of the affected Fund. Unless terminated by reorganization or
liquidation, each Fund will continue indefinitely.
SHAREHOLDER LIABILITY. The Funds are organized under Delaware law, which
provides that shareholders of a business trust are entitled to the same
limitations of personal liability as shareholders of a corporation organized
under Delaware law. Effectively, this means that a shareholder of a Fund will
not be personally liable for payment of the Fund's debts except by reason of his
or her own conduct or acts. In addition, a shareholder could incur a financial
loss on account of a Fund obligation only if the Fund itself had no remaining
assets with which to meet such obligation. We believe that the possibility of
such a situation arising is extremely remote.
DIVIDEND RIGHTS. The shareholders of each Fund are entitled to receive any
dividends or other distributions declared for such Fund. No shares have priority
or preference over any other shares of the same Fund with respect to
distributions. Distributions will be made from the assets of a Fund, and will be
paid ratably to all Fund shareholders according to the number of shares held by
shareholders on the record date. The amount of income dividends per share may
vary between separate share classes of the same Fund based upon differences in
the way that expenses are allocated between share classes pursuant to a multiple
class plan.
VOTING RIGHTS. Shareholders of each Fund are entitled to vote on a matter
if: (i) a shareholder vote is required under the 1940 Act; (ii) the matter
concerns an amendment to the Declaration of Trust that would adversely affect to
a material degree the rights and preferences of the shares of any class or Fund;
or (iii) the Trustees determine that it is necessary or desirable to obtain a
shareholder vote. The 1940 Act requires a shareholder vote under various
circumstances, including to elect or remove Trustees upon the written request of
shareholders representing 10% or more of the fund's net assets, and to change
any fundamental policy of a Fund. Unless otherwise required by applicable law,
shareholders of a Fund receive one vote for each dollar of net asset value owned
on the record date, and a fractional vote for each fractional dollar of net
asset value owned on the record date. Voting rights are non-cumulative and
cannot be modified without a majority vote of shareholders.
LIQUIDATION RIGHTS. In the event of liquidation, shareholders will be
entitled to receive a pro rata share of the Funds' net assets.
PREEMPTIVE RIGHTS. There are no preemptive rights associated with the
Funds' shares.
CONVERSION RIGHTS. There are no conversion rights associated with the
Funds' shares.
REDEMPTION PROVISIONS. The Funds' redemption provisions are described in
their current prospectus and elsewhere in this Statement of Additional
Information.
SINKING FUND PROVISIONS. The Funds' have no sinking fund provisions.
CALLS OR ASSESSMENT. Each Funds' shares, when issued, are fully paid and
non-assessable.
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TAX STATUS OF THE FUNDS
Each Fund intends to continue to qualify as a "regulated investment company"
under Subchapter M of the Internal Revenue Code. This special tax status means
that a fund will not be liable for federal tax or income and capital gains
distributed to shareholders. In order to preserve its tax status, the Funds must
comply with certain requirements. If a Fund fails to meet these requirements in
any taxable year, it will be subject to tax on its taxable income at corporate
rates, and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital gains, will be
taxable to shareholders as ordinary income. In addition, a Fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before regaining its tax status as a regulated
investment company.
INVESTMENT POLICIES
The U.S. Value Fund will invest at least 65% of its assets in U.S. common stocks
considered "value" stocks by the Fund's adviser. In addition, the following
policies supplement the investment objectives and policies set forth in each
Fund's Prospectus:
FUTURES CONTRACTS AND OPTIONS. Each Fund may enter into stock index and
fixed-income futures contracts, stock index and fixed income options, and
options on such futures contracts to remain fully invested as an investment tool
when reallocating assets, to add value when these instruments are favorably
priced, to hedge dividend accruals, or to reduce transactions costs. Futures
contracts provide for the future sale by one party and purchase by another party
of a specified amount of a specific security or index at a specified future time
and at a specified price. Futures contracts which are standardized as to
maturity date and underlying financial instrument are traded on national futures
exchanges. Futures exchanges and trading are regulated under the Commodity
Exchange Act by the Commodity Futures Trading Commission (CFTC), a U.S.
Government Agency. Assets committed to futures contracts will be segregated to
the extent required by law.
Although many fixed-income futures contracts call for actual delivery or
acceptance of the underlying securities at a specified date (stock index futures
contracts do not permit delivery of securities), the contracts are normally
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," "selling" a contract
previously "purchased") in an identical contract to terminate the position.
Brokerage commissions are incurred when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit in cash or
government securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying security)
if it is not terminated prior to the specified delivery date. Minimal initial
margin requirements are established by the futures exchange and may be changed.
Brokers may establish deposit requirements which are higher than the exchange
minimums. Futures contracts are customarily purchased and sold on margin which
may range upward from less than 5% of the value of the contract being traded.
After a futures contract position is opened, the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Funds
expect to earn interest income on their margin deposits.
Traders in futures contracts may be broadly classified as either "hedgers"
or "speculators." Hedgers use the futures markets primarily to offset
unfavorable changes (anticipated or potential) in the value of securities
currently owned or expected to be acquired by them. Speculators are less
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<PAGE>
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 value of the underlying securities. The Funds intend to use
futures contracts for hedging purposes, risk reduction, securities exposure,
liquidity, and other similar purposes.
Regulations of the CFTC applicable to the Funds require that all of their
futures transactions constitute bona fide hedging transactions except to the
extent that the aggregate initial margins and premiums required to establish any
non-hedging positions do not exceed five percent of the value of the respective
Fund's portfolio.
Restrictions on the Use of Futures Contracts and Options. A Fund will not
enter into futures contract transactions to the extent that, immediately
thereafter, the sum of its initial margin deposits on open contracts exceeds 5%
of its total assets; however, because only a small margin deposit is required to
trade in futures and options, each Fund may have up to 50% of the value of its
assets exposed to futures and options.
Risk Factors in Futures Transactions. Positions in futures may be closed
out only on an Exchange which provides a secondary market for such futures.
However, there can be no assurance that a liquid secondary market will exist for
any particular futures contract at any specific time. Thus, it may not be
possible to close a futures position. In the event of adverse price movements, a
Fund would continue to be required to make daily cash payments to maintain its
required margin. In such situations, if a Fund has insufficient cash, it may
have to sell portfolio securities to meet daily margin requirements at a time
when it may be disadvantageous to do so. The inability to close options and
futures positions also could have an adverse impact on the ability to hedge
effectively.
Each Fund will minimize the risk that it will be unable to close out a
futures contract by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary market.
The risk of loss in trading futures contracts in some strategies can be
substantial, due both to the low margin deposits required, and the potential for
an extremely high degree of leverage involved in futures contracts. As a result,
a relatively small price movement in a futures contract may result in immediate
and substantial loss (or gain) to the investor. For example, if at the time of
purchase, 10% of the value of the futures contract is deposited as margin, a
subsequent 10% decrease in the value of the futures contract would result in a
total loss of the margin deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15% decrease would result in a
loss equal to 150% of the original margin deposit if the contract were closed
out. Thus, a purchase or sale of a futures contract may result in losses in
excess of the amount posted as initial margin for the contract. The Funds also
bear the risk that the Advisers will incorrectly predict future market trends.
However, because the futures strategies of the Funds are engaged in only for
hedging purposes, the advisers do not believe that the Funds are subject to the
risks of loss frequently associated with futures transactions. The Funds could
presumably have sustained comparable losses if, instead of the futures contract,
they invest in the underlying financial instrument and sell it after the
decline.
Utilization of futures transactions by the Funds do involve the risk of
imperfect or no correlation between the futures price and the value of
securities underlying futures contracts. It is also possible that a Fund could
both lose money on futures contracts and also experience a decline in value of
its portfolio securities. There is also the risk of loss by a Fund of margin
deposits in the event of bankruptcy of a broker with whom a Fund has an open
position in a futures contract or related option.
Most futures exchanges limit the amount of fluctuation permitted in some
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
B-4
<PAGE>
prevent the liquidation of unfavorable positions. Futures contract prices have
occasionally moved to the daily limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of future positions
and subjecting some futures traders to substantial losses.
FEDERAL TAX TREATMENT OF FUTURES CONTRACTS. Each Fund is required for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized gains and losses on certain futures contracts as of the end of the
year as well as those actually realized during the year. In these cases, any
gain or loss recognized with respect to a futures contract is considered to be
60% long-term capital gain or loss and 40% short-term capital gain or loss,
without regard to the holding period of the contract. Gains and losses on
certain other futures contracts (primarily non- U.S. futures contracts) are not
recognized until the contracts are closed and are treated as long-term or
short-term depending on the holding period of the contract. Sales of futures
contracts which are intended to hedge against a change in the value of
securities held by a Fund may affect the holding period of such securities and,
consequently, the nature of the gain or loss on such securities upon
disposition. Each Fund may be required to defer the recognition of losses on
futures contracts to the extent of any unrecognized gains on related positions
held by the Fund.
In order for each Fund to continue to qualify for Federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or foreign currencies, or other income derived with respect to the
Fund's business of investing in such securities or currencies. It is anticipated
that any net gain recognized on futures contracts will be considered qualifying
income for purposes of the 90% requirement.
Each Fund will distribute to shareholders annually any net capital gains
which have been recognized for Federal income tax purposes on futures
transactions. Such distributions will be combined with distributions of capital
gains realized on the Funds' other investments and shareholders will be advised
on the nature of the transactions.
ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in
illiquid securities. Illiquid securities are securities that may not be sold or
disposed of in the ordinary course of business within seven business days at
approximately the value at which they are being carried on the Funds' books.
Each Fund may invest in restricted, privately placed securities that, under
securities laws may be sold only to qualified institutional buyers. Because
these securities can be resold only to qualified institutional buyers or after
they have been held for a number of years, they may be considered illiquid
securities -- meaning that they could be difficult for a Fund to convert to cash
if needed.
If a substantial market develops for a restricted security held by a Fund,
it will be treated as a liquid security, in accordance with procedures and
guidelines approved by the Funds' board of trustees. This generally includes
securities that are unregistered that can be sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933 (the 1933
Act). While the Fund's investment adviser determines the liquidity of restricted
securities on a daily basis, the Board oversees and retains ultimate
responsibility for the adviser's decisions. Several factors that the Board
considers in monitoring these decisions include the valuation of a security, the
availability of qualified institutional buyers, and the availability of
information about the security's issuer.
LENDING OF SECURITIES. Each Fund may lend its investment securities to
qualified institutional investors (typically brokers, dealers, banks or other
financial institutions) who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to deliver
securities or completing arbitrage operations. By lending its investment
securities, a Fund attempts to increase its net investment income through the
receipt of interest on the loan. Any gain or loss in the market price of the
securities loaned that might occur during the term of the loan would be for the
account of the Fund. The terms and the structure and the aggregate amount of
such loans must be consistent with the 1940 Act, and the Rules or
B-5
<PAGE>
interpretations of the Commission thereunder. These provisions limit the amount
of securities a fund may lend to 33 1/3% of the fund's total assets, and require
that (a) the borrower pledge and maintain with the fund collateral consisting of
cash, an irrevocable letter of credit or securities issued or guaranteed by the
United States Government having at all times not less than 100% of the value of
the securities loaned, (b) the borrower add to such collateral whenever the
price of the securities loaned rises (i.e., the borrower "marks to the market"
on a daily basis), (c) the loan be made subject to termination by the fund at
any time, and (d) the Fund receive reasonable interest on the loan (which may
include the fund's investing any cash collateral in interest bearing short-term
investments), any distribution on the loaned securities and any increase in
their market value. Loan arrangements made by the Fund will comply with all
other applicable regulatory requirements, including the rules of the New York
Stock Exchange (the Exchange), which presently require the borrower, after
notice, to redeliver the securities within the normal settlement time of three
business days. All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
the Funds' board of trustees.
VANGUARD INTERFUND LENDING PROGRAM. The Commission has issued an exemptive
order permitting the Funds and other Vanguard funds to participate in Vanguard's
interfund lending program. This program allows the Vanguard funds to borrow
money from and loan money to each other for temporary or emergency purposes. The
program is subject to a number of conditions, including the requirement that no
fund may borrow or lend money through the program unless it receives a more
favorable interest rate than is available from a typical bank for a comparable
transaction. In addition, a fund may participate in the program only if and to
the extent that such participation is consistent with the fund's investment
objective and other investment policies. The Boards of Trustees of the Vanguard
funds are responsible for ensuring that the interfund lending program operates
in compliance with all conditions of the Commission's exemptive order.
TEMPORARY INVESTMENTS. The Funds may take temporary defensive measures that
are inconsistent with the Funds' normal fundamental or non-fundamental
investment policies and strategies in response to adverse market, economic,
political or other conditions. Such measures could include investments in (a)
highly liquid short-term fixed income securities issued by or on behalf of
municipal or corporate issuers, obligations of the U.S. Government and its
agencies, commercial paper, and bank certificates of deposit; (b) shares of
other investment companies which have investment objectives consistent with
those of the Fund; (c) repurchase agreements involving any such securities; and
(d) other money market instruments. There is no limit on the extent to which the
Funds may take temporary defensive measures. In taking such measures, the Funds
may fail to achieve their investment objectives.
FOREIGN INVESTMENTS. Each Fund may invest up to 20% of its assets in
securities of foreign companies (although the U.S. Value Fund has no present
intention of investing in foreign securities). Investors should recognize that
investing in foreign companies involves certain special considerations which are
not typically associated with investing in U.S. companies.
CURRENCY RISK. Since the stocks of foreign companies are frequently
denominated in foreign currencies, and since a Fund may temporarily hold
uninvested reserves in bank deposits in foreign currencies, each Fund will be
affected favorably or unfavorably by changes in currency rates and in exchange
control regulations, and may incur costs in connection with conversions between
various currencies. The investment policies of Vanguard Asset Allocation Fund
permit it to enter into forward foreign currency exchange contracts in order to
hedge the Fund's holdings and commitments against changes in the level of future
currency rates. Such contracts involve an obligation to purchase or sell a
specific currency at a future date at a price set at the time of the contract.
FEDERAL TAX TREATMENT OF NON-U.S. TRANSACTIONS. Special rules govern the
Federal income tax treatment of certain transactions denominated in terms of a
currency other than the U.S. dollar or determined by reference to the value of
one or more currencies other than the U.S. dollar. The types of transactions
covered by the special rules include the following: (i) the acquisition of, or
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<PAGE>
becoming the obligor under, a bond or other debt instrument (including, to the
extent provided in Treasury regulations, preferred stock); (ii) the accruing of
certain trade receivables and payables; and (iii) the entering into or
acquisition of any forward contract, futures contract, option or similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a taxpayer whose functional currency
is the U.S. dollar is also treated as a transaction subject to the special
currency rules. However, foreign currency-related regulated futures contracts
and non-equity options are generally not subject to the special currency rules
if they are or would be treated as sold for their fair market value at year-end
under the marking-to-market rules applicable to other futures contracts unless
an election is made to have such currency rules apply. With respect to
transactions covered by the special rules, foreign currency gain or loss is
calculated separately from any gain or loss on the underlying transaction and is
normally taxable as ordinary income or loss. A taxpayer may elect to treat as
capital gain or loss foreign currency gain or loss arising from certain
identified forward contracts, futures contracts and options that are capital
assets in the hands of the taxpayer and which are not part of a straddle. The
Treasury Department issued regulations under which certain transactions subject
to the special currency rules that are part of a "section 988 hedging
transaction" (as defined in the Internal Revenue Code of 1986, as amended, and
the Treasury regulations) will be integrated and treated as a single transaction
or otherwise treated consistently for purposes of the Code. Any gain or loss
attributable to the foreign currency component of a transaction engaged in by a
Fund which is not subject to the special currency rules (such as foreign equity
investments other than certain preferred stocks) will be treated as capital gain
or loss and will not be segregated from the gain or loss on the underlying
transaction. It is anticipated that some of the non-U.S. dollar-denominated
investments and foreign currency contracts Vanguard Asset Allocation Fund may
make or enter into will be subject to the special currency rules described
above.
COUNTRY RISK. As foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards and practices comparable
to those applicable to domestic companies, there may be less publicly available
information about certain foreign companies than about domestic companies.
Securities of some foreign companies are generally less liquid and more volatile
than securities of comparable domestic companies. There is generally less
government supervision and regulation of stock exchanges, brokers and listed
companies than in the U.S. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
U.S. investments in those countries.
Although each Fund will endeavor to achieve most favorable execution costs
in their portfolio transactions, commissions on many foreign stock exchanges are
generally higher than commissions on U.S. exchanges. In addition, it is expected
that the expenses for custodian arrangements of the Funds' foreign securities
will be somewhat greater than the expenses for the custodian arrangements for
handling U.S. securities of equal value.
Certain foreign governments levy withholding taxes against dividend and
interest income. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received from foreign companies held by the Funds.
DESCRIPTION OF U.S. GOVERNMENT SECURITIES. As used in this Statement of
Additional Information, the term "U.S. Government Securities" refers to a
variety of securities which are issued or guaranteed by the United States
Treasury, by various agencies of the United States Government, and by various
instrumentalities which have been established or sponsored by the United States
Government. The term also refers to "repurchase agreements" collateralized by
such securities.
U.S. Treasury Securities are backed by the "full faith and credit" of the
United States. Securities issued or guaranteed by Federal agencies and U.S.
Government sponsored instrumentalities may or may not be backed by the full
faith and credit of the United States. In the case of securities not backed by
the full faith and credit of the United States, the investor must look
principally to the
B-7
<PAGE>
agency or instrumentality issuing or guaranteeing the obligation for ultimate
repayment, and may not be able to assert a claim against the United States
itself in the event the agency or instrumentality does not meet its commitment.
Some of the U.S. Government agencies that issue or guarantee securities
include the Export-Import Bank of the United States, Farmers Home
Administration, Federal Housing Administration, Maritime Administration, Small
Business Administration, and The Tennessee Valley Authority.
An instrumentality of the U.S. Government is a government agency organized
under Federal charter with government supervision. Instrumentalities issuing or
guaranteeing securities include, among others, Federal Home Loan Banks, the
Federal Land Banks, Central Bank for Cooperatives, Federal Intermediate Credit
Banks, and the Federal National Mortgage Association.
DESCRIPTION OF REPURCHASE AGREEMENTS. Repurchase agreements are
transactions by which a person purchases a security and simultaneously commits
to resell that security to the seller (a member bank of the Federal Reserve
System or recognized securities dealer) at an agreed upon price on an agreed
upon date within a number of days (usually not more than seven) from the date of
purchase. The resale price reflects the purchase price plus an agreed upon
market rate of interest which is unrelated to the coupon rate or maturity of the
purchased security. A repurchase agreement involves the obligation of the seller
to pay the agreed upon price, which obligation is in effect secured by the value
of the underlying security.
The use of repurchase agreements involves certain risks. For example, if
the seller of the agreement defaults on its obligation to repurchase the
underlying securities at a time when the value of these securities has declined,
a Fund may incur a loss upon disposition of them. If the seller of the agreement
becomes insolvent and subject to liquidation or reorganization under bankruptcy
or other laws, a bankruptcy court may determine that the underlying securities
are collateral not within the control of a Fund and therefore subject to sale by
the trustee in bankruptcy. Finally, it is possible that a Fund may not be able
to substantiate its interest in the underlying securities. While the advisers
acknowledge these risks, it is expected that they will be controlled through
stringent security selection criteria and careful monitoring procedures.
FUNDAMENTAL INVESTMENT LIMITATIONS
Each Fund is subject to the following fundamental investment limitations, which
cannot be changed in any material way without the approval of the holders of a
majority of that Fund's shares. For these purposes, a "majority" of shares means
the lesser of: (i) 67% or more of the shares voted, so long as more than 50% of
a Fund's outstanding shares are present or represented by proxy; or (ii) more
than 50% of the Fund's outstanding shares.
BORROWING. The Fund may not borrow money, except for temporary or emergency
purposes in an amount not exceeding 15% of the Fund's net assets. The Fund may
borrow money through banks, reverse repurchase agreements, or Vanguard's
interfund lending program only, and must comply with all applicable regulatory
conditions. The Fund may not make any additional investments whenever its
outstanding borrowings exceed 5% of net assets.
COMMODITIES. The Fund may not invest in commodities, except that it may
invest in bond or stock index futures contracts, bond or stock options and
options on bond or stock index futures contracts. No more than 5% of the Fund's
total assets may be used as initial margin deposit for futures contracts, and no
more than 50% of the Asset Allocation Fund's or 20% of the U.S. Value Fund's
total assets may be obligated under futures contracts or options at any time.
DIVERSIFICATION. With respect to 75% of its total assets, each Fund may
not: (i) purchase more than 10% of the outstanding voting securities of any one
issuer; or (ii) purchase securities of any issuer if, as a result, more than 5%
of the Fund's total assets would be invested in that issuer's securities. This
limitation does not apply to obligations of the United States Government, its
agencies, or instrumentalities.
B-8
<PAGE>
INDUSTRY CONCENTRATION. The Fund may not invest more than 25% of its total
assets in any one industry.
INVESTING FOR CONTROL*. The Fund may not invest in a company for purposes
of controlling its management.
INVESTMENT COMPANIES*. The Fund may not invest in any other investment
company, except through a merger, consolidation or acquisition of assets, or to
the extent permitted by Section 12 of the 1940 Act. Investment companies whose
shares the Fund acquires pursuant to Section 12 must have investment objectives
and investment policies consistent with those of the Fund.
LOANS. The Fund may not lend money to any person except by purchasing fixed
income securities that are publicly distributed, lending its portfolio
securities, or through Vanguard's interfund lending program.
MARGIN*. The Fund may not purchase securities on margin or sell securities
short, except as permitted by the Fund's investment policies relating to
commodities.
PLEDGING ASSETS*. The Fund may not pledge, mortgage or hypothecate more
than 15% of its net assets.
REAL ESTATE. The Fund may not invest directly in real estate, although it
may invest in securities of companies that deal in real estate and bonds secured
by real estate.
SENIOR SECURITIES. The Fund may not issue senior securities, except in
compliance with the 1940 Act.
UNDERWRITING. The Fund may not engage in the business of underwriting
securities issued by other persons. The Fund will not be considered an
underwriter when disposing of its investment securities.
*These limitations are non-fundamental for Vanguard U.S. Value Fund and
therefore may be changed by the board of trustees without a shareholder vote.
None of these limitations prevents the Funds from participating in The
Vanguard Group (Vanguard). Because each Fund is a member of the Group, the Funds
may own securities issued by Vanguard, make loans to Vanguard, and contribute to
Vanguard's costs or other financial requirement. See "Management of the Funds"
for more information. All limitations apply at the time of investment.
YIELD AND TOTAL RETURN
The average annual total return for Vanguard Asset Allocation Fund for the one,
five, and ten year periods ended September 30, 2000, was 11.36%, 17.03%, and
16.38%, respectively. Vanguard U.S. Value Fund did not begin operations until
June 5, 2000.
AVERAGE ANNUAL TOTAL RETURN
Average annual total return is the average annual compounded rate of return for
the periods of one year, five years, ten years or the life of a Fund, all ended
on the last day of a recent month. Average annual total return quotations will
reflect changes in the price of a Fund's shares and assume that all dividends
and capital gains distributions during the respective periods were reinvested in
Fund shares. Average annual total return is calculated by finding the average
annual compounded rates of return of a hypothetical investment over such periods
according to the following formula (average annual total return is then
expressed as a percentage):
T = (ERV/P) /1/N /- 1
Where:
T = average annual total return
P = a hypothetical initial investment of $1,000 n = number of years
B-9
<PAGE>
ERV = ending redeemable value: ERV is the value, at the end of the
applicable period, of a hypothetical $1,000 investment made at
the beginning of the applicable period.
AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION
We calculate the Funds' average annual after-tax total return by finding the
average annual compounded rate of return over the one-, five-, and ten-year
periods (or for periods of the Fund's operations) that would equate the initial
amount invested to the after-tax value, according to the following formulas:
After-tax return:
P (1+T) /N/ = ATV
Where:
P = a hypothetical initial payment of $1,000
T = average annual after-tax total return n = number of years
ATV = after-tax value at the end of the one-, five-, or ten-year
periods of a hypothetical $1,000 payment made at the beginning of the
time period, assuming no liquidation of the investment at the end of
the measurement periods.
Instructions.
1. Assume all distributions by the Funds are reinvested--less the taxes due on
such distributions--at the price on the reinvestment dates during the
period. Adjustments may be made for subsequent re-characterizations of
distributions.
2. Calculate the taxes due on distributions by the Funds by applying the
highest federal marginal tax rates to each component of the distributions
on the reinvestment date (e.g., ordinary income, short-term capital gain,
long-term capital gain, etc.). For periods after December 31, 1997, the
federal marginal tax rates used for the calculations are 39.6% for ordinary
income and short-term capital gains and 20% for long-term capital gains.
Note that the applicable tax rates may vary over the measurement period.
Assume no taxes are due on the portions of any distributions classified as
exempt interest or non-taxable (i.e., return of capital). Ignore any
potential tax liabilities other than federal tax liabilities (e.g., state
and local taxes).
3. Include al recurring fees that are charged to all shareholder accounts. For
any account fees that vary with the size of the account, assume an account
size equal to a Fund's mean (or median) account size. Assume that no
additional taxes or tax credits result from any redemption of shares
required to pay such fees.
4. State the total return quotation to the nearest hundredth of one percent.
CUMULATIVE TOTAL RETURN
Cumulative total return is the cumulative rate of return on a hypothetical
initial investment of $1,000 for a specified period. Cumulative total return
quotations reflect changes in the price of the Funds' shares and assume that all
dividends and capital gains distributions during the period were reinvested in
Fund shares. Cumulative total return is calculated by finding the cumulative
rates of a return of a hypothetical investment over such periods, according to
the following formula (cumulative total return is then expressed as a
percentage):
C = (ERV/P) - 1
Where:
C = cumulative total return
P = a hypothetical initial investment of $1,000
B-10
<PAGE>
ERV = ending redeemable value: ERV is the value, at the end of the
applicable period, of a hypothetical $1,000 investment made at
the beginning of the applicable period.
SEC YIELDS
Yield is the net annualized yield based on a specified 30-day (or one month)
period assuming semiannual compounding of income. Yield is calculated by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:
YIELD = 2[((A-B)/CD+1) /6/- 1]
Where:
a =dividends and interest earned during the period.
b =expenses accrued for the period (net of reimbursements).
c =the average daily number of shares outstanding during
the period that were entitled to receive dividends.
d =the maximum offering price per share on the last day of
the period.
SHARE PRICE
Each Fund's share price, or "net asset value" per share, is calculated by
dividing the total assets of the Fund, less all liabilities, by the total number
of shares outstanding. The net asset value is determined as of the close of the
New York Stock Exchange, generally 4 p.m. Eastern time on each day that the
Exchange is open for trading.
Portfolio securities for which market quotations are readily available
(includes those securities listed on national securities exchanges, as well as
those quoted on the NASDAQ Stock Market) will be valued at the last quoted sales
price or the official closing price on the day the valuation is made. Such
securities which are not traded on the valuation date are valued at the mean of
the bid and ask prices. Price information on exchange-listed securities is taken
from the exchange where the security is primarily traded. Any foreign securities
are valued at the latest quoted sales price available before the time when
assets are valued. Securities may be valued on the basis of prices provided by a
pricing service when such prices are believed to reflect the fair market value
of such securities.
Short-term instruments (those acquired with remaining maturities of 60 days
or less) may be valued at cost, plus or minus any amortized discount or premium,
which approximates market value.
Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to reflect
the fair market value of such securities. The prices provided by a pricing
service may be determined without regard to bid or last sale prices of each
security, but take into account institutional-size transactions in similar
groups of securities as well as any developments related to specific securities.
Other assets and securities for which no quotations are readily available
or which are restricted as to sale (or resale) are valued by such methods as the
board of trustees deems in good faith to reflect fair value.
The share price for each Fund can be found daily in the mutual fund
listings of most major newspapers under the heading of "Vanguard Funds."
PURCHASE OF SHARES
The purchase price of shares of each Fund is the net asset value per share next
determined after the order is received. The net asset value per share is
calculated as of the close of the New York Stock
B-11
<PAGE>
Exchange on each day the Exchange is open for business. An order received prior
to the close of the Exchange will be executed at the price computed on the date
of receipt; and an order received after the close of the Exchange will be
executed at the price computed on the next day the Exchange is open.
Each Fund reserves the right in its sole discretion: (i) to suspend the
offering of its shares, (ii) to reject purchase orders when in the judgment of
management such rejection is in the best interest of the Funds, and (iii) to
reduce or waive the minimum investment for or any other restrictions on initial
and subsequent investments for certain fiduciary accounts or under circumstances
where certain economies can be achieved in sales of a Funds' shares.
REDEMPTION OF SHARES
Each Fund may suspend redemption privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange is closed, or trading on the
Exchange is restricted as determined by the Commission, (ii) during any period
when an emergency exists as defined by the Commission as a result of which it is
not reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods as
the Commission may permit. No charge is made by the Funds for redemptions.
Shares redeemed may be worth more or less than what was paid for them, depending
on the market value of the securities held by the Funds.
Each Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during any
90-day period to the lesser of $250,000 or 1% of the net assets of the Fund at
the beginning of such period.
No charge is made by the Fund for redemptions. Shares redeemed may be worth
more or less than what was paid for them, depending on the market value of the
securities held by the Fund.
MANAGEMENT OF THE FUNDS
OFFICERS AND TRUSTEES
The officers of the Funds manage their day-to-day operations and are responsible
to the Funds' board of trustees. The trustees set broad policies for each Fund
and choose its officers. The following is a list of trustees and officers of the
Funds' and a statement of their present positions and principal occupations
during the past five years. As a group, the Funds' trustees and officers own
less than 1% of the outstanding shares of each Fund. Each trustee (except Mr.
MacLaury) also serves as a Director of The Vanguard Group, Inc. In addition,
each trustee serves as a trustee of each of 109 funds administered by Vanguard
(107 in the case of Mr. Malkiel and 99 in the case of Mr. MacLaury). The mailing
address of the trustees and officers of the Funds is Post Office Box 876, Valley
Forge, PA 19482.
JOHN J. BRENNAN, (DOB: 7/29/1954) Chairman, Chief Executive Officer & Trustee*
Chairman, Chief Executive Officer and Director of The Vanguard Group, Inc., and
Trustee of each of the investment companies in The Vanguard Group.
CHARLES D. ELLIS, (DOB: 10/23/1937) Trustee*
Retired Managing Partner of Greenwich Associates (International Business
Strategy Consulting); Successor Trustee of Yale University; Overseer of the
Stern School of Business at New York University; and Trustee of the Whitehead
Institute for Biomedical Research.
JOANN HEFFERNAN HEISEN, (DOB: 1/25/1950) Trustee
Vice President, Chief Information Officer, and member of the Executive Committee
of Johnson & Johnson (Pharmaceuticals/Consumer Products), Director of Johnson &
Johnson*MERCK Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.
BRUCE K. MACLAURY, (DOB: 5/7/1931) Trustee
President Emeritus of The Brookings Institution (Independent Non-Partisan
Research Organization); Director of American Express Bank Ltd., The St. Paul
Companies, Inc. (Insurance and Financial Services), and National Steel Corp.
B-12
<PAGE>
BURTON G. MALKIEL, (DOB: 8/28/1932) Trustee
Chemical Bank Chairman's Professor of Economics, Princeton University; Director
of Prudential Insurance Co. of America, Banco Bilbao Argentaria, Gestion, BKF
Capital (Investment Management), The Jeffrey Co. (Holding Company), NeuVis, Inc.
(Software Company), and Select Sector SPDR Trust (Exchange-Traded Mutual Fund).
ALFRED M. RANKIN, JR., (DOB: 10/8/1941) Trustee
Chairman, President, Chief Executive Officer, and Director of NACCO Industries,
Inc. (Machinery/ Coal/Appliances); and Director of The BFGoodrich Co. (Aircraft
Systems/Manufacturing/Chemicals).
JAMES O. WELCH, JR., (DOB: 5/13/1931) Trustee
Retired Chairman of Nabisco Brands, Inc. (Food Products); retired Vice Chairman
and Director of RJR Nabisco (Food and Tobacco Products); Director of TECO
Energy, Inc., and Kmart Corp.
J. LAWRENCE WILSON, (DOB: 3/2/1936) Trustee
Retired Chairman and CEO of Rohm & Haas Co. (Chemicals); Director of Cummins
Engine Co. (Diesel Engines), The Mead Corp. (Paper Products) and AmeriSource
Health Corp. (Pharmaceutical Distribution); and Trustee of Vanderbilt
University.
RAYMOND J. KLAPINSKY, (DOB: 12/7/1938) Secretary*
Managing Director of The Vanguard Group, Inc.; Secretary of The Vanguard Group,
Inc. and of each of the investment companies in The Vanguard Group.
THOMAS J. HIGGINS, (DOB: 5/21/1957) Treasurer*
Principal of The Vanguard Group, Inc.; Treasurer of each of the investment
companies in The Vanguard Group.
* Officers of the Funds are "interested persons" as defined in the 1940 Act.
THE VANGUARD GROUP
Each Fund is a member of The Vanguard Group of Investment Companies, which
consists of more than 100 funds. Through their jointly-owned subsidiary, The
Vanguard Group, Inc. (Vanguard), the Funds and the other funds in The Vanguard
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 funds.
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 total expenses which are allocated among the
funds under methods approved by the board of trustees of each fund. In addition,
each fund bears its own direct expenses such as legal, auditing, and custodian
fees.
Each 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.
Vanguard and each Fund's advisers have adopted Codes of Ethics designed to
prevent employees who may have access to nonpublic information about the trading
activities of the Funds (access persons) from profiting from that information.
The Codes permit access persons to invest in securities for their own accounts,
including securities that may be held by the Funds, but place substantive and
procedural restrictions on their trading activities. For example, the Codes
require that access persons receive advance approval for every securities trade
to ensure that there is no conflict with the trading activities of the Funds.
Vanguard was established and operates under an Amended and Restated Funds'
Service Agreement which was approved by the shareholders of each of the funds.
The amounts which each of the funds have 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 September 30, 2000,
each fund had contributed capital to Vanguard representing 0.02% of each Fund's
net assets. The total amount contributed by the Funds was $1,654,000 which
represented
B-13
<PAGE>
1.61% of Vanguard's capitalization. The Amended and Restated Funds' Service
Agreement provides as follows: (a) each Vanguard fund may be called upon to
invest 40% of its current assets in Vanguard, and (b) there is no other
limitation on the dollar amount each Vanguard fund may contribute to Vanguard's
capitalization.
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.
DISTRIBUTION. Vanguard Marketing Corporation, a wholly-owned subsidiary of
The Vanguard Group, Inc. provides all distribution and marketing activities for
the funds in the Group. 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 Vanguard Group. The
Trustees 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 relative net assets. The remaining
one-half of those 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 average distribution expense rate for The Vanguard Group,
and that no fund shall incur annual distribution expenses in excess of 0.02 of
1% of its average month-end net assets.
During the fiscal years ended September 30, 1998, 1999, and 2000, Vanguard
Asset Allocation Fund incurred the following approximate amounts of The Vanguard
Group's management (including transfer agency), distribution, and marketing
expenses: $18,555,000, $29,870,000, and $28,917,000, respectively. Vanguard U.S.
Value Fund did not begin operations until June 5, 2000.
INVESTMENT ADVISORY SERVICES. Vanguard provides investment advisory
services to several Vanguard funds. 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 fiscal years ended September 30, 1998, 1999, and
2000, Vanguard Asset Allocation Fund paid approximately $4,062,000, $6,772,000,
and $8,491,000, respectively, of Vanguard's expenses relating to investment
advisory services.
TRUSTEE COMPENSATION
The same individuals serve as trustees of all Vanguard funds (with two
exceptions, which are noted in the table below), and each fund pays a
proportionate share of the trustees' compensation. The funds employ their
officers on a shared basis, as well. However, officers are compensated by
Vanguard, not the funds.
INDEPENDENT TRUSTEES. The funds compensate their independent trustees--that
is, the ones who are not also officers of the Funds--in three ways:
. The independent trustees receive an annual fee for their service to the
funds, which is subject to reduction based on absences from scheduled board
meetings.
. The independent trustees are reimbursed for the travel and other expenses
that they incur in attending board meetings.
. Upon retirement, the independent trustees receive an aggregate annual fee
of $1,000 for each year served on the board, up to fifteen years of
service. This annual fee is paid for ten years following retirement, or
until each trustee's death.
B-14
<PAGE>
"INTERESTED" TRUSTEE. Mr. Brennan serves as a trustee, but is not paid in
this capacity. He is, however, paid in his role as officer of The Vanguard
Group, Inc.
COMPENSATION TABLE. The following table provides compensation details for
each of the trustees. We list the amounts paid as compensation and accrued as
retirement benefits by the Fund for each trustee. In addition, the table shows
the total amount of benefits that we expect each trustee to receive from all
Vanguard funds upon retirement, and the total amount of compensation paid to
each trustee by all Vanguard funds.
VANGUARD MALVERN FUNDS
COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS FROM ALL
COMPENSATION ACCRUED AS PART OF ESTIMATED ANNUAL VANGUARD FUNDS
FROM THESE FUNDS' BENEFITS UPON PAID TO
NAMES OF TRUSTEES THESE FUNDS(1) EXPENSES(1) RETIREMENT TRUSTEES(2)
---------------------------------------------------------------------------------------------------------
John J. Brennan None None None None
Charles D. Ellis(3) None None None None
JoAnn Heffernan Heisen $1,637 $72 $15,000 $100,000
Bruce K. MacLaury $1,692 $121 $12,000 $ 95,000
Burton G. Malkiel $1,646 $119 $15,000 $100,000
Alfred M. Rankin, Jr. $1,637 $87 $15,000 $100,000
James O. Welch, Jr. $1,637 $128 $15,000 $100,000
J. Lawrence Wilson $1,637 $92 $15,000 $100,000
---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts reported in this column reflect the total compensation paid to
each trustee for his or her service as trustee of 109 Vanguard funds (107
in the case of Mr. Malkiel; 99 in the case of Mr. MacLaury) for the 1999
calendar year. Each Vanguard fund pays a porportionate share of its
trustees' compensation.
(2) These amounts were incurred entirely by Vanguard Asset Allocation Fund
because Vanguard U.S. Value Fund did not begin operations until June 5,
2000. Going forward, each Fund will be responsible for a porportionate
share of these amounts.
(3) Mr. Ellis joined the Funds' board, effective January 1, 2001.
INVESTMENT ADVISORY SERVICES
VANGUARD ASSET ALLOCATION FUND
The Fund employs Mellon Capital Management Corporation (Mellon Capital), 595
Market St., Suite 3000, San Francisco, California 94105 under an investment
advisory agreement to manage the investment and reinvestment of the assets of
the Fund and to continuously review, supervise and administer the Fund's
investment program. Mellon Capital discharges its responsibilities subject to
the control of the officers and board of trustees of the Fund.
The Fund pays Mellon Capital a Basic Fee at the end of each fiscal quarter,
calculated by applying a quarterly rate, based on the following annual
percentage rates, to the Fund's average month-end net assets for the quarter:
------------------------------------------
NET ASSETS ANNUAL RATE
---------- -----------
First $100 million 0.200%
Next $900 million 0.150%
Next $500 million 0.125%
Over $1.5 billion 0.100%
------------------------------------------
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<PAGE>
This fee may be increased or decreased by applying an adjustment formula
based on the performance of the Fund's portfolio relative to the investment
record of a "Combined Index", 65% of which shall be comprised of the Standard &
Poor's 500 Composite Price Index and 35% of which shall be comprised of the
Lehman Brothers Long-Term U.S. Treasury Index. The fee payment will be increased
(decreased) by an incentive (penalty) of 0.05% of average net assets, if the
Fund's cumulative investment performance for the thirty-six months preceding the
end of the quarter is at least six percentage points above (below) the
cumulative investment record of the Combined Index for the same period.
For the purpose of determining the fee adjustment for investment
performance, as described above, the net assets of the Fund shall be averaged
over the same period as the investment performance of the Fund and the
investment record of the Combined Index are computed. The "investment
performance" of the Fund for the period, expressed as a percentage of the Fund's
net asset value per share at the beginning of the period. The benchmark used for
the new rate calculation will consist of linking the return of the "new"
benchmark (a "Combined Index", 65% of which is comprised of the Standard &
Poor's 500 Composite Price Index and 35% of which is comprised of the Lehman
Brothers Long-Term U.S. Treasury Index) to the return of the "previous"
benchmark (Standard & Poor's 500 Composite Price Index) in the same varying
percentages that are listed below. The previous incentive/penalty fee structure
provided that the Basic Fee be increased or decreased by an amount equal to
0.05% of the average month-end assets of the Fund if the Fund's investment
performance for the thirty-six months preceding the end of the quarter was six
percentage points or more above or below, respectively, the investment record of
the Standard & Poor's 500 Composite Price Index. shall be the sum of: (i) the
change in the Fund's net asset value per share during such period; (ii) the
value of the Fund's cash distributions per share having an ex-dividend date
occurring within the period; and (iii) the per share amount of capital gains
taxes paid or accrued during such period by the Fund for undistributed realized
long-term capital gains.
The "investment record" of the Stock Index for the period, expressed as a
percentage of the Stock Index level at the beginning of the period, shall be the
sum of (i) the change in the level of the Stock Index during the period and (ii)
the value, computed consistently with the Stock Index, of cash distributions
having an ex-dividend date occurring within the period made by companies whose
securities comprise the Stock Index. The "investment record" of the Bond Index
for the period, expressed as a percentage of the Bond Index level at the
beginning of such period shall be the sum of (i) the change in the level of the
Bond Index during the period and (ii) the value of the interest accrued or paid
on the bonds included in the Bond Index, assuming the reinvestment of such
interest on a monthly basis. Computation of these two components as the Combined
Index shall be made on the basis of 65% in the Stock Index and 35% in the Bond
Index at the beginning of each quarter.
The following table shows the TOTAL ANNUAL ADVISORY FEE--that is, the Basic
Fee plus the Performance Adjustment--payable to Mellon Capital at varying levels
of investment performance:
NET ASSETS OF FUND ANNUALIZED PERFORMANCE TOTAL ANNUAL RATE
OVER 36-MONTH PERIOD
--------------------------------------------------------------------------------
First $100 million Trails the Combined Index by 6% or more 0.150%
Up to 6% above or below the Combined Index 0.200%
Exceeds the Index by 6% or more 0.250%
Next $900 million Trails the Combined Index by 6% or more 0.100%
Up to 6% above or below the Combined Index 0.150%
Exceeds the Index by 6% or more 0.200%
Next $500 million Trails the Combined Index by 6% or more 0.075%
Up to 6% above or below the Combined Index 0.125%
Exceeds the Index by 6% or more 0.175%
Over $1.5 billion Trails the Combined Index by 6% or more 0.050%
Up to 6% above or below the Combined Index 0.100%
Exceeds the Index by 6% or more 0.150%
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<PAGE>
DESCRIPTION OF THE ADVISER. Mellon Capital is an investment management firm
which manages well diversified stock and bond portfolios for institutional
clients. As of September 30, 2000, Mellon Capital provided investment advisory
services to 306 clients and managed assets with an approximate value of $105
billion. Mellon Capital's asset allocation strategy was developed by Mellon
Capital's co-founder, William Fouse, in 1972, and is used by 134 of its clients
and accounts for approximately $31 billion of the assets that it manages. Mellon
Capital is a wholly-owned subsidiary of MBC Investment Corporation, which itself
is a wholly-owned subsidiary of Mellon Financial Corporation. For the fiscal
years ended September 30, 1998, 1999, and 2000, the Fund incurred approximately
$5,466,000 (before a decrease of $1,404,000 based on performance), $8,336,000
(before a decrease of $1,564,000 based on performance) and $9,200,000 (before a
decrease of $709,000 based on performance), respectively, for investment
advisory services.
VANGUARD U.S. VALUE FUND
The Fund employs Grantham, Mayo, Van Otterloo & Co. LLC (GMO), 40 Rowes Wharf,
Boston, Massachusetts, 02110 under an investment advisory agreement to manage
the investment and reinvestment of the assets of the Fund and to continuously
review, supervise, and administer the Fund's investment program. GMO discharges
its responsibilities subject to the control of the officers and board of
trustees of the Fund.
The Fund pays GMO a Basic Fee at the end of each fiscal quarter, calculated
by applying a quarterly rate, based on the following annual percentage rates, to
the Fund's average month-end net assets for the quarter:
------------------------------------------
NET ASSETS ANNUAL RATE
---------- -----------
First $1 billion 0.225%
Over $1 billion 0.175%
------------------------------------------
Subject to the transition rules described below, the Basic Fee, as provided
above, will be increased or decreased by the amount of a Performance Fee
Adjustment (Adjustment). The Adjustment will be calculated as a percentage of
the Fund's average net assets and will change proportionately with the
investment performance of the Fund relative to the investment performance of the
Russell 3000 Value Index (the "Index") for the thirty-six (36) month period
ending with the then ended quarter. The Adjustment is computed as follows:
CUMULATIVE 36-MONTH PERFORMANCE ADJUSTMENT AS A PERCENTAGE OF
VERSUS THE INDEX AVERAGE NET ASSETS*
------------------------------- -----------------------------
Trails Index -.125%
Exceeds by 3% to match the Index Linear decrease from 0% and -.125%
Exceeds by 3% to 6% Linear increase from 0% and +.125%
Exceeds by more than 6% +.125%
*For purposes of this calculation, the average net assets will be calculated as
average month-end net assets over the 36-month period.
The following table shows the total annual advisory fee--that is, the Basic
Fee plus the GMO at varying levels of investment performance:
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NET ASSETS OF FUND ANNUALIZED PERFORMANCE TOTAL ANNUAL RATE
OVER 36-MONTH PERIOD
--------------------------------------------------------------------------------
First $1 billion Trails the Index 0.100%
Matches the Index 0.100%
Exceeds the Index by 1% annually 0.225%
Exceeds the Index by 2% or more annually 0.350%
Over $1 billion Trails the Index 0.050%
Matches the Index 0.050
Exceeds the Index by 1% annually 0.175%
Exceeds the Index by 2% or more annually 0.300%
TRANSITION RULE FOR CALCULATING GMO'S COMPENSATION. The Adjustment will not
be fully operable until the close of the quarter ending June 30, 2003. Until
that time, the following transition rules will apply:
JUNE 29, 2000 THROUGH MARCH 31,2001. GMO's compensation will be the Basic
Fee. No Adjustment will apply during this period.
APRIL 1, 2001 THROUGH JUNE 30, 2003. Beginning April 1, 2001 the Adjustment
will take effect on a progressive basis with regards to the number of months
elapsed between July 1, 2000 and the quarter end for which GMO's fee is being
computed. During this period, the Adjustment that has been determined as
provided above will be multiplied by a fraction. The fraction's numerator will
equal the number of months elapsed since July 1, 2000 and the denominator will
be thirty-six (36).
ON AND AFTER JULY 1, 2003. Commencing July 1, 2003, the Adjustment will be
fully operable.
OTHER SPECIAL RULES RELATING TO GMO'S COMPENSATION. The following special
rules also apply to the GMO's compensation.
(A) FUND PERFORMANCE. The investment performance of the Fund for any
period, expressed as a percentage of the Fund's net asset value per share at the
beginning of the period will be the sum of: (i) the change in the Fund's net
asset value per share during the period; (ii) the value of the Fund's cash
distributions per share having an ex-dividend date occurring within the period;
(iii) the per share amount of capital gains taxes paid or accrued during such
period by the Fund for undistributed realized long-term capital gains.
(B) INDEX PERFORMANCE. The investment record of the Index for any period,
expressed as a percentage of the Index at the beginning of such period, will be
the sum of: (i) the change in the level of the Index during the period; (ii) the
value, computed consistently with the Index, of cash distributions having an
ex-dividend date occurring within the period made by companies whose securities
comprise the Index.
DESCRIPTION OF GMO. GMO is a privately held investment firm founded in 1977
and serves an institutional client base. As of September 30, 2000 assets under
management by GMO totaled approximately $22.4 billion, divided between high
minimum mutual funds and separate accounts. GMO manages investment across a
range of assets categories, including: domestic and international stocks, large
and small cap stocks, and mature and emerging markets stocks. GMO also manages
fixed income and asset allocation programs.
Each Fund's current agreement with its adviser is renewable for successive
one-year periods, only if (1) each renewal is specifically approved by a vote of
the Fund's board of trustees, including the affirmative votes of a majority of
the trustees who are not parties to the agreement or "interested persons" (as
defined in the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of considering such approval, or (2) each renewal is
specifically approved by a vote of a majority of the Fund's outstanding voting
securities. An agreement is automatically terminated if assigned, and may be
terminated without penalty at any time (1) by vote of the board
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of trustees of the Fund on sixty (60) days' written notice to the adviser, (2)
by a vote of a majority of the Fund's outstanding voting securities, or (3) by
the adviser upon ninety (90) days' written notice to the Fund.
The Fund's board of trustees may, without the approval of shareholders,
provide for:
. The employment of a new investment adviser pursuant to the terms of a new
advisory agreement, either as a replacement for an existing adviser or as
an additional adviser.
. A change in the terms of an advisory agreement.
. The continued employment of an existing adviser on the same advisory
contract terms where a contract has been assigned because of a change in
control of the adviser. Any such change will be communicated to
shareholders in writing.
PORTFOLIO TRANSACTIONS
The investment advisory agreements authorize the Advisers (with the approval of
the board of trustees) to select the brokers or dealers that will execute the
purchases and sales of portfolio securities for the Funds and directs the
Advisers to use their best efforts to obtain the best available price and most
favorable execution as to all transactions for the Funds. The Advisers undertake
to execute each investment transaction at a price and commission which provides
the most favorable total cost or proceeds reasonably obtainable under the
circumstances.
In placing portfolio transactions, each Adviser will use its best judgment
to choose the broker most capable of providing the brokerage services necessary
to obtain the best available price and most favorable execution. The full range
and quality of brokerage services available will be considered in making these
determinations. In those instances where it is reasonably determined that more
than one broker can offer the brokerage services needed to obtain the best
available price and most favorable execution, consideration may be given to
those brokers which supply investment research and statistical information and
provide other services in addition to execution services to the Funds and/or the
Advisers. Each Adviser considers such information useful in the performance of
its obligations under the agreement, but is unable to determine the amount by
which such services may reduce its expenses.
The investment advisory agreements also incorporate the concepts of Section
28(e) of the Securities Exchange Act of 1934 by providing that, subject to the
approval of the Funds' board of trustees, an Adviser may cause a Fund to pay a
broker-dealer which furnishes brokerage and research services a higher
commission than that which might be charged by another broker-dealer for
effecting the same transaction; provided that such commission is deemed
reasonable in terms of either that particular transaction or the overall
responsibilities of the Adviser to the respective Fund.
Currently, it is each Fund's policy that an Adviser may at times pay higher
commissions in recognition of brokerage services felt necessary for the
achievement of better execution of certain securities transactions that
otherwise might not be available. The Advisers will only pay such higher
commissions if this is believed to be in the best interest of a Fund. Some
brokers or dealers who may receive such higher commissions in recognition of
brokerage services related to execution of securities transactions are also
providers of research information to the Advisers and/ or the Funds.
The total brokerage commissions paid by Vanguard Asset Allocation Fund for
the fiscal years ended September 30, 1998, 1999, and 2000, totaled $96,955,
$90,273, and $156,000 respectively. (Vanguard U.S. Value Fund began operations
on June 5, 2000.)
Some securities considered for investment by a Fund may also be appropriate
for other clients served by an Adviser. If purchases or sales of securities
consistent with the investment policies of the Funds and one or more of these
other clients serviced by the Advisers are considered at or about the same time,
transactions in such securities will be allocated among the Funds and such other
clients in a manner deemed equitable by the Advisers. Although there may be no
specified
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<PAGE>
formula for allocating such transactions, the allocation methods used, and the
results of such allocations, will be subject to periodic review by the Funds'
board of trustees.
FINANCIAL STATEMENTS
The Funds' Financial Statements for the year ended September 30, 2000, appearing
in the Funds' respective 2000 Annual Report to Shareholders and the report
thereon of PricewaterhouseCoopers LLP, independent accountants, also appearing
therein, are incorporated by reference into this Statement of Additional
Information. For a more complete discussion of the performance, please see the
Fund's Annual Report to Shareholders, which may be obtained without charge.
COMPARATIVE INDEXES
Vanguard may use reprinted material discussing The Vanguard Group, Inc. or any
of the member funds of The Vanguard Group of Investment Companies. Each of the
investment company members of The Vanguard Group, including Vanguard Asset
Allocation Fund and Vanguard U.S. Value Fund, may, from time to time, use one or
more of the following unmanaged indexes for comparative performance purposes.
STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX -- included stocks selected by
Standard & Poor's Index Committee to include leading companies in leading
industries and to reflect the U.S. stock market.
STANDARD & POOR'S MIDCAP 400 INDEX -- is composed of 400 medium sized domestic
stocks.
STANDARD & POOR'S SMALLCAP 600/BARRA VALUE INDEX -- contains stocks of the S&P
SmallCap 600 Index which have a lower than average price-to-book ratio.
STANDARD & POOR'S SMALLCAP 600/BARRA GROWTH INDEX -- contains stocks of the S&P
SmallCap 600 Index which have a higher than average price-to-book ratio.
RUSSELL 1000 VALUE INDEX -- consists of the stocks in the Russell 1000 Index
(comprising the 1,000 largest U.S.-based companies measured by total market
capitalization) with the lowest price-to-book ratios, comprising 50% of the
market capitalization of the Russell 1000.
RUSSELL 3000 VALUE INDEX -- consists of the stocks in the Russell 3000 Index
(comprising the 3000 largest U.S. companies based on total market
capitalization, which represents approximately 98% of the investable US equity
market) with the lowest price-to-book ratios and lower forecasted growth values.
WILSHIRE 5000 TOTAL MARKET INDEX -- consists of nearly 7,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available.
WILSHIRE 4500 COMPLETION INDEX -- consists of all stocks in the Wilshire 5000
except for the 500 stocks in the Standard and Poor's 500 Index.
MORGAN STANLEY CAPITAL INTERNATIONAL 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, Asia 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.
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<PAGE>
SALOMON BROTHERS HIGH-GRADE CORPORATE BOND INDEX -- consists of publicly issued,
non-convertible corporate bonds rated AA or AAA. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
LEHMAN BROTHERS AGGREGATE BOND INDEX -- is a market weighted index that contains
over 4,000 individually priced U.S. Treasury, agency, corporate, and mortgage
pass-through securities corporate rated BBB - or better. The Index has a market
value of over $5 trillion.
LEHMAN BROTHERS MUTUAL FUND SHORT (1-5) GOVERNMENT/CREDIT INDEX -- is a market
weighted index that contains over 1,500 individually priced U.S. Treasury,
agency, and corporate investment grade bonds rated BBB - or better with
maturities between one and five years. The index has a market value of over $1.6
trillion.
LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CREDIT INDEX -- is a
market weighted index that contains over 1,500 individually priced U.S.
Treasury, agency, and corporate securities rated BBB - or better with maturities
between five and ten years. The index has a market value of over $800 billion.
LEHMAN BROTHERS LONG (10+) GOVERNMENT/CREDIT INDEX -- is a market weighted index
that contains over 1,900 individually priced U.S. Treasury, agency, and
corporate securities rated BBB - or better with maturities greater than ten
years. The index has a market value of over $1.1 trillion.
LEHMAN BROTHERS LONG-TERM TREASURY BOND INDEX -- is a market weighted index that
contains individually priced U.S. Treasury securities with maturities of ten
years or greater.
MERRILL LYNCH CORPORATE & GOVERNMENT BOND INDEX -- consists of over 4,500 U.S.
Treasury, Agency and investment grade corporate bonds.
LEHMAN BROTHERS CORPORATE (BAA) BOND INDEX -- all publicly offered fixed rate,
nonconvertible domestic corporate bonds rated Baa by Moody's, with a maturity
longer than one year and with more than $100 million outstanding. This index
includes over 1,500 issues.
LEHMAN BROTHERS LONG CREDIT BOND INDEX -- is a subset of the Lehman Credit Bond
Index covering all corporate, publicly issued, fixed-rate, nonconvertible U.S.
debt issues rated at least Baa, with at least $100 million principal outstanding
and maturity greater than ten 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, noncallable preferred stock issues.
NASDAQ INDUSTRIAL INDEX -- is composed of more than 3,000 industrial issues. It
is a value-weighted index calculated on price change only and does not include
income.
COMPOSITE INDEX -- 70% Standard & Poor's 500 Index and 30% NASDAQ Industrial
Index.
COMPOSITE INDEX -- 65% Standard & Poor's 500 Index and 35% Lehman Brothers
Credit A or Better Bond Index.
COMPOSITE INDEX -- 65% Lehman Brothers Long Credit A or Better Bond Index and a
35% weighting in a blended equity composite (75% Standard & Poor's/BARRA Value
Index, 12.5% Standard & Poor's Utilities Index and 12.5% Standard & Poor's
Telephone Index).
LEHMAN BROTHERS LONG CREDIT A OR BETTER BOND INDEX -- consists of all publicly
issued, fixed rate, nonconvertible investment grade, dollar-denominated,
SEC-registered corporate debt rated AA or AAA.
LEHMAN BROTHERS CREDIT A OR BETTER BOND INDEX--consists of all publicly issued,
investment grade corporate bonds rated A or better, of all maturity levels.
GLOSSARY
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a. HISTORICAL MARKET RETURNS--Total returns of broad asset class benchmarks. As
examples, the returns of well-known benchmarks for domestic stocks, bonds, and
money market instruments are given below.
--------------------------------------------------------------------------------
MONEY MARKET
ASSET CLASS COMMON STOCKS BONDS INSTRUMENTS
--------------------------------------------------------------------------------
STANDARD & POOR'S 500
COMPOSITE STOCK PRICE LEHMAN BROTHERS LONG
90 DAY U.S. TREASURY
BENCHMARK INDEX TREASURY INDEX BILLS
--------------------------------------------------------------------------------
1989 31.6% 18.9% 8.6%
1990 -3.1 6.3 7.9
1991 30.4 18.5 5.8
1992 7.6 8.0 3.6
1993 10.1 17.3 3.1
1994 1.3 -7.6 4.2
1995 37.6 30.7 5.8
1996 23.0 -0.9 5.2
1997 29.6 8.1 3.9
1998 (9/30) 9.1 22.1 5.2
1999 (9/30) 27.8 -7.7 4.6
--------------------------------------------------------------------------------
b. ASSET ALLOCATION--Asset allocation-in its most generic sense-is the allotment
of an investor's monies to broad asset classes such as stocks or bonds.
Investors establish percentage allocation guidelines for stocks, bonds, and
money market instruments which are consistent with their particular long-term
investment needs. These needs will include current income, potential growth in
capital, and willingness to accept risk.
In implementing their asset allocation targets, some investors attempt to
maintain a stable mix --such as 50% stocks and 50% bonds -- while others will
actively manage the stock/bond mix in pursuit of higher returns, lower risk, or
other investment objectives. The key difference between investors who maintain a
stable mix and those who actively change allocations is their willingness to
forecast the risks and returns of individual asset classes, their forecasting
abilities, and their comfort in making investment decisions based upon such
forecasts. Historically, investors who actively managed the mix based upon
conjecture have often underperformed both investors with relatively stable
allocations and investors with logical, disciplined methods for assessing
relative value and risk. Institutional investors commonly refer to active asset
allocation approaches which are based upon disciplined methodologies as tactical
asset allocation.
SAI078 012001
B-22