VANGUARD ASSET ALLOCATION FUND INC
497, 2001-01-12
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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]

<PAGE>

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

<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


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          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.
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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.



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

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

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

     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

<PAGE>

                                                                               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.

--------------------------------------------------------------------------------

                                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

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.

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

<PAGE>

                                                                              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

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

--------------------------------------------------------------------------------

                                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.

--------------------------------------------------------------------------------
                                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

--------------------------------------------------------------------------------
                                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>
                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>
                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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.

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


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

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

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


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


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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


                                       B-1

<PAGE>

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.


                                       B-2

<PAGE>

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

                                       B-3

<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

                                       B-6

<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%
------------------------------------------

                                      B-15

<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%

                                      B-16

<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:

                                      B-17

<PAGE>

  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


                                      B-18

<PAGE>

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

                                      B-19

<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.

                                      B-20

<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

                                      B-21

<PAGE>

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





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