VANGUARD INTERNATIONAL EQUITY INDEX FUND INC
485APOS, 2000-02-15
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM N-1A

     REGISTRATION STATEMENT (NO. 33-32548) UNDER THE SECURITIES ACT OF 1933


                           PRE-EFFECTIVE AMENDMENT NO.
                        POST-EFFECTIVE AMENDMENT NO. 18
                                      AND


        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


                                AMENDMENT NO. 21


                   VANGUARD INTERNATIONAL EQUITY INDEX 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


IT IS PROPOSED THAT THIS AMENDMENT BECOME EFFECTIVE ON APRIL 28, 2000, PURSUANT
                         TO PARAGRAPH (A) OF RULE 485.


                 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
  AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.




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<PAGE>


SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 15, 2000

                                                             VANGUARD(R)
                                                             INTERNATIONAL STOCK
                                                             INDEX FUNDS

                                                             Prospectus
                                                             April 28, 2000

This prospectus contains
financial data for the
Funds through the
fiscal year ended
December 31, 1999.

VANGUARD EUROPEAN
STOCK INDEX FUND

VANGUARD PACIFIC STOCK
INDEX FUND

VANGUARD EMERGING
MARKETS STOCK INDEX
FUND

VANGUARD DEVELOPED
FOREIGN MARKETS STOCK
INDEX FUND

VANGUARD TOTAL
INTERNATIONAL STOCK
INDEX FUND


INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S.
SECURITIES AND EXCHANGE  COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.  SHARES OF
VANGUARD  DEVELOPED  FOREIGN  MARKETS STOCK INDEX FUND MAY NOT BE SOLD,  NOR MAY
OFFERS TO BUY BE ACCEPTED,  PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS  COMMUNICATION  SHALL  NOT  CONSTITUTE  AN  OFFER  TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN A STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF THE STATES.


<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS
Prospectus

April 28, 2000

A Group of International Stock Index Mutual Funds

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------

  1 AN INTRODUCTION TO INDEX FUNDS

  2 FUND PROFILES

     2 Vanguard European Stock Index Fund

     4 Vanguard Pacific Stock Index Fund

     6 Vanguard Emerging Markets Stock Index Fund

     9 Vanguard Developed Foreign Markets Stock Index Fund

    11 Vanguard Total International Stock Index Fund

 14 MORE ON THE FUNDS

 21 THE FUNDS AND VANGUARD

 21 INVESTMENT ADVISER

 22 DIVIDENDS, CAPITAL GAINS, AND TAXES

 24 SHARE PRICE

 24 FINANCIAL HIGHLIGHTS

 28 INVESTING WITH VANGUARD

    28 Services and Account Features

    29 Types of Accounts

    30 Buying Shares

    32 Redeeming Shares

    36 Transferring Registration

    36 Fund and Account Updates

 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

This  prospectus  explains the objective,  risks,  and strategies of each of the
Vanguard  International  Stock Index  Funds.  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 to decide which
Fund, if any, is the right  investment  for you. We suggest that you keep it for
future reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTE

Each of the Vanguard International Stock Index Funds offers two separate classes
of shares:  Investor and  Institutional  (except  Developed  Foreign Markets and
Total  International  Stock  Index  Funds,  which offer only  Investor  Shares).
Investor Shares,  which have an investment  minimum of $3,000 ($1,000 for IRAs),
are offered by two  separate  prospectuses.  This  prospectus  is  intended  for
individual   investors.   There  is  also  a  prospectus  for   participants  in
employer-sponsored retirement plans, which you can obtain by calling Vanguard at
1-800-523-1188.

Institutional  Shares of Vanguard European,  Pacific, and Emerging Markets Stock
Index Funds, in addition to Institutional  Developed Foreign Markets Stock Index
Fund, have an investment  minimum of $10 million and are generally  available to
investors  who do not require  special  employee  benefit plan  services.  These
options  are  offered  by  another  prospectus,  which you can obtain by calling
Vanguard's Institutional Investor Group at 1-800-523-1036.

Note that the Funds'  separate  share  classes  have  different  expenses;  as a
result, their investment performances will vary.

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


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.

<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a  standard  to  measure  investment  performance.  An index  (or  "passively
managed")  fund tries to track,  as closely as possible,  the  performance of an
established target index. The fund does this by holding all, or a representative
sample,  of the securities  that comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire foreign stock market.
     Index funds are not  actively  managed by  investment  advisers who buy and
sell  securities  based on research and  analysis in an attempt to  outperform a
particular  benchmark  or the  market as a whole.  Rather,  index  funds  simply
attempt to mirror what the target index does, for better or worse.

WHAT INDEX FUNDS DOES VANGUARD OFFER?

Vanguard  offers a variety of stock (both U.S.  and  international),  bond,  and
balanced index funds.  This prospectus  provides  information  about  Vanguard's
International  Stock Index Funds. There are five such funds, each of which seeks
to track a different segment of the international stock market:


FUND                                                 SEEKS TO TRACK
- -----------------------------------------------------------------------------
Vanguard European Stock Index Fund         European stock markets
Vanguard Pacific Stock Index Fund          Australian and Far East stock
                                            markets
Vanguard Emerging Markets Stock            13 emerging stock markets in
 Index Fund                                 Europe, Asia, Africa, and
                                            Latin America
Vanguard Developed Foreign Markets Stock   European, Australian, and Far
 Index Fund                                 East stock markets
Vanguard Total International Stock         European, Australian, Far East,
 Index Fund                                 and 13 emerging stock
                                            markets in Europe, Asia,
                                            Africa, and Latin America
- -----------------------------------------------------------------------------


     This prospectus contains profiles that summarize key features of each Fund.
Following  the profiles,  there is important  additional  information  about the
Funds.

<PAGE>

2

FUND PROFILE--
VANGUARD EUROPEAN STOCK INDEX FUND

The  following  profile  provides  you with a  summary  of the key  features  of
Vanguard European Stock Index Fund.

INVESTMENT OBJECTIVE

The  Fund  seeks  to  match  the  performance  of  the  Morgan  Stanley  Capital
International  (MSCI) Europe Index, which is made up of approximately 550 common
stocks of  companies  located  in 15  European  countries--mostly  in the United
Kingdom, Germany,  Switzerland,  and France, (which comprised xx%, xx%, xx%, and
xx% of the Index's  market  capitalization,  respectively,  as of  December  31,
1999), as well as in Austria,  Belgium,  Denmark,  Finland,  Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, and Sweden.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included  in the MSCI  Europe  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,   which  is  the  chance  that  an  entire   region--namely
     Europe--will be hurt by political troubles,  financial problems, or natural
     disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
and five calendar years and since inception  compare with those of a broad-based
securities  market index. Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 0.5% transaction fee on
              purchases.
              ----------------------------------------------------

<PAGE>

3




     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund**              xx.xx%       xx.xx%            xx.xx%
      MSCI Europe Index           xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.

     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.  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 each period.

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
     $xx         $xxx       $xxx         $xxx
- -------------------------------------------------


     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>

4

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    Europe


INCEPTION DATE                          VANGUARD FUND NUMBER
June 18, 1990                           079

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            922042205

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VEURX
- --------------------------------------------------------------------------------

FUND PROFILE--
VANGUARD PACIFIC STOCK INDEX FUND

The following  profile  summarizes key features of Vanguard  Pacific Stock Index
Fund.

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance of the MSCI Pacific Free Index*,  which
consists of approximately 420 common stocks of companies located in Japan (which
comprised  xx% of the Index's  market  capitalization  as of December  31,1999),
Australia, Hong Kong, New Zealand, and Singapore.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely by a fund are tracked.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common stocks included in the MSCI Pacific Free Index. For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.


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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,  which is the  chance  that an  entire  region--namely  the
     Pacific region--will be hurt by political troubles,  financial problems, or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception. The table

<PAGE>

5

shows how the Fund's  average  annual  total  returns for one and five years and
since  inception  compare with those of a broad-based  securities  market index.
Keep in mind that the Fund's  past  performance  does not  indicate  how it will
perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 0.5% transaction fee on
              purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock
       Index Fund**               xx.xx%       xx.xx%            xx.xx%
      MSCI Pacific Free Index     xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------

       *June 18, 1990.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES

The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.

<PAGE>

6

     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.  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 each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $xx        $xxx       $xxx         $xxx
- -------------------------------------------------


     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.

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    Pacific

INCEPTION DATE                          VANGUARD FUND NUMBER
June 18, 1990                           072

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            922042106

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VPACX
- --------------------------------------------------------------------------------

FUND PROFILE--
VANGUARD EMERGING MARKETS STOCK INDEX FUND

The following profile summarizes key features of Vanguard Emerging Markets Stock
Index Fund.

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance  of the Select  Emerging  Markets  Free
Index*,  which includes  approximately 500 common stocks of companies located in
13  emerging  markets of Europe,  Asia,  Africa,  and Latin  America--mostly  in
Brazil,  South  Africa,  and Mexico  (which  comprised  xx%, xx%, and xx% of the
Index's market capitalization,  respectively,  as of December 31, 1999), as well
as  Argentina,  the  Czech  Republic,   Greece,  Hungary,   Indonesia,   Israel,
Philippines,  Poland, Thailand, and Turkey. The developed countries of Hong Kong
and  Singapore are included in the Index to broaden  diversification  and ensure
adequate liquidity.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely are tracked.

<PAGE>

7

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included in the Select  Emerging  Markets  Free
Index. For more information  about passive  management,  see "Indexing  Methods"
under MORE ON THE FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles,  financial problems, or natural disasters. Country risk
     is especially high for funds that focus on stocks in emerging markets.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
calendar  year and since  inception  compare  with  those of both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.


              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 1% transaction fee on
              purchases and redemptions.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).


<PAGE>

8


      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund**         xx.xx%       xx.xx%            xx.xx%
      MSCI Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      Select Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------

       *May 4, 1994.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 1% transaction fee on purchases and redemptions.
      -------------------------------------------------------------------------

FEES AND EXPENSES

The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                       1%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    1%**
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):         $10/year+

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The redemption fee applies to all redemptions (sales or exchanges);
       it is deducted from redemption proceeds, and retained by the Fund.
      +The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.

     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.  This example assumes that the Fund provides a return of 5%
a year,  that operating  expenses  remain the same, and that you redeem all your
shares at the end of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


<PAGE>

9

     You would pay the following expenses if you did not redeem your shares (the
difference being that the Fund's 1% redemption fee would not apply to any of the
periods below, as it would to those above):

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------

     THESE  EXAMPLES  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.

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    EmerMkt

INCEPTION DATE                          VANGUARD FUND NUMBER
May 4, 1994                             533

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            922042304

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VEIEX
- --------------------------------------------------------------------------------


FUND PROFILE--VANGUARD DEVELOPED FOREIGN
MARKETS STOCK INDEX FUND

The following  profile  summarizes  key features of Vanguard  Developed  Foreign
Markets Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index, which includes approximately 1,000 common stocks of companies
located in Europe, Australia, Asia, and the Far East.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. It seeks
to track the  performance  of the MSCI EAFE  Index by  investing  in  Vanguard's
European Stock Index Fund and Pacific Stock Index Fund in  proportions  based on
the market  capitalization  of the MSCI EAFE Index. For more  information  about
passive management, see "Indexing Methods" under MORE ON THE FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.


<PAGE>

10


- -    Regional risk, which is the chance that an entire  region--either Europe or
     the Far East--will be hurt by political troubles,  financial  problems,  or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The Fund began operations on May xx, 2000, so performance information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  estimated  amounts for the current  fiscal  year.  The Fund has no
operating history; actual operating expenses could be different.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                      None
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):         $10/year*

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                         **

      *The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.
     **Although Developed Foreign Markets Stock Index Fund is not expected
       to incur any net expenses directly, the Fund's shareholders indirectly
       bear the expenses of the underlying Vanguard funds in which the Fund
       invests. See THE FUNDS AND VANGUARD. It is estimated that the Fund's
       indirect expense ratio for its first fiscal year, based on its
       underlying investments, will be 0.34%.

     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.  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 each period.

- ------------------------
  1 YEAR       3 YEARS
- ------------------------
   $xxx        $xxx
- ------------------------

     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>

11


- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     921909xxx
- --------------------------------------------------------------------------------


FUND PROFILE--
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

The following  profile  summarizes key features of Vanguard Total  International
Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance  of the Total  International  Composite
Index,  which is a combination of the indexes tracked by the European,  Pacific,
and Emerging Markets Stock Index Funds.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of mutual funds that together seek to match the performance of the
Total  International  Composite Index. As a "fund of funds," the Fund invests in
Vanguard's  European,  Pacific,  and  Emerging  Markets  Stock Index  Funds,  in
proportions   based  on  each  market  segment's   contribution  to  the  market
capitalization of the Total International  Composite Index. For more information
about passive management, see "Indexing Methods" under MORE ON THE FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

<PAGE>

12

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
calendar  year and since  inception  compare  with  those of both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the annual account
              maintenance fee of $10 for accounts with balances of
              less than $10,000, or the 0.5% transaction fee on
              purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                           1 YEAR          SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Total International
       Stock Index Fund**                  xx.xx%               xx.xx%
      MSCI EAFE + Emerging Markets
       Free Index                          xx.xx                xx.xx
      Total International Composite
       Index+                              xx.xx                xx.xx
      -------------------------------------------------------------------------

       *April 29, 1996.
      **Return figures do not reflect the annual account maintenance fee of
        $10 imposed on accounts with balances of less than $10,000, but do
        reflect the 0.5% transaction fee on purchases.
       +Consists of the MSCI EAFE Index and the Select Emerging Markets Free
        Index.
      -------------------------------------------------------------------------

FEES AND EXPENSES

The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.


<PAGE>

13

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    None
      Exchange Fee:                                                      None
      Account Maintenance Fee (for accounts under $10,000):        $10/year**

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Indirect Operating Expenses:                                          +

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The account maintenance fee will be deducted from your annual
       distribution of the Fund's dividends. If your distribution is less
       than the fee, fractional shares will be automatically redeemed to make
       up the difference.
      +Although Total International Stock Index Fund is not expected to incur
       any net expenses directly, the Fund's shareholders indirectly bear the
       expenses of the underlying Vanguard funds in which the Fund invests.
       See THE FUNDS AND VANGUARD. The Fund's indirect expense ratio, based
       on its underlying investments, was 0.xx% as of December 31, 1999.


     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.  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 each period.

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


     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.

- --------------------------------------------------------------------------------
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
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    TotIntl

INCEPTION DATE                          VANGUARD FUND NUMBER
April 29, 1996                          113

NET ASSETS AS OF DECEMBER 31, 1999      CUSIP NUMBER
$x.x billion                            921909602

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VGTSX
- --------------------------------------------------------------------------------

<PAGE>

14

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
International   Stock   Index   Funds,    including   indexing   methods,   fund
characteristics,  additional risk  information,  costs and  market-timing,  fund
turnover, and other investment policies and risks.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Diversification.  Index  funds  generally  invest in a  diversified  mix of
     companies and industries.
- -    Relative  consistency.  Index  funds  typically  track the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  keep  trading  activity,  and  thus
     brokerage commissions, to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities  only to respond to redemption  requests or to adjust the number
     of shares it holds to  reflect a change in its  target  index,  the  fund's
     turnover  rate--and thus its realization of capital  gains--is usually very
     low.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with 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.
- --------------------------------------------------------------------------------

INDEXING METHODS
In  seeking  to track a  particular  index,  a fund may use one of two  indexing
methods to select the stocks it invests in.
     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves. For example, if 5% of
the S&P 500  Index  were  made up of the  stock of a  specific  company,  a fund
tracking that index would invest about 5% of its assets in that company.

     Other index funds may use a different  selection process.  Because it would
be very  expensive to buy all of the stocks held in certain  indexes (the Select
Emerging Markets Free Index, for example,  includes  approximately  500 stocks),
funds  tracking  these  larger  indexes  use a  "sampling"  technique.  Using  a
sophisticated  computer program, these funds invest in stocks that will recreate
their  target  indexes  in  terms  of  industry,   size,   country,   and  other
characteristics.  For instance, if 10% of the Select Emerging Markets Free Index
were made up of the stocks of a certain  country,  the  Emerging  Markets  Stock
Index Fund would invest about 10% of its assets in stocks of the Index from that
country.  The  European,  Pacific,  and Emerging  Markets Stock Index Funds each
employ this method of  indexing.  As a "fund of funds," the Total  International
Stock Index Fund allocates its assets among the European,  Pacific, and Emerging
Markets Stock Index Funds. The Developed Foreign Markets Stock Index Fund, which
is also a "fund of funds,"  allocates  its assets among the European and Pacific
Stock Index Funds.


<PAGE>

15

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 "FUND OF FUNDS"

The term "fund of funds" is used to  describe  a mutual  fund that  pursues  its
objective by investing in other mutual funds rather than in individual stocks or
bonds.  A fund of funds may charge for its own direct  expenses,  in addition to
bearing a proportionate share of the expenses charged by the underlying funds in
which it invests. Funds of funds are best suited for long-term investors.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION

To track their target  indexes as closely as possible,  the European and Pacific
Stock Index Funds attempt to remain fully invested in foreign stocks included in
their particular indexes. The Emerging Markets Stock Index Fund normally invests
95% of its assets in foreign  stocks,  holding the remaining 5% in cash reserves
to meet daily redemption requests. The Total International and Developed Foreign
Markets Stock Index Funds  normally hold 100% of their assets in shares of their
underlying funds.


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING

Because foreign stock and bond markets operate differently from the U.S. market,
Americans  investing  abroad will encounter risks not typically  associated with
U.S.  companies.  For  instance,  foreign  companies are not subject to the same
accounting,  auditing,  and financial  reporting standards and practices as U.S.
companies;  and  their  stocks  may not be as liquid  as those of  similar  U.S.
companies.  In  addition,  foreign  stock  exchanges,   brokers,  and  companies
generally  have  less   government   supervision   and  regulation   than  their
counterparts in the United States. These factors, among others, could negatively
impact the returns Americans receive from foreign investments.
- --------------------------------------------------------------------------------


[FLAG] EACH 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.
       IN ADDITION, INVESTMENTS IN FOREIGN  STOCK MARKETS  CAN BE  RISKIER  THAN
     U.S. STOCK INVESTMENTS. THE PRICES  OF INTERNATIONAL  STOCKS AND THE PRICES
     OF U.S. STOCKS HAVE OFTEN MOVED IN OPPOSITE DIRECTIONS. THESE PERIODS HAVE,
     IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various periods as measured by the MSCI EAFE Index, a widely used barometer
of international 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.


<PAGE>

16


- ----------------------------------------------------------
     INTERNATIONAL STOCK MARKET RETURNS (1969-1999)
- ----------------------------------------------------------
                   1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ----------------------------------------------------------
Best                69.9%     36.5%     22.8%      16.3%
Worst              -23.2       1.5       5.9       12.0
Average             15.2      13.6      14.5       14.7
- ----------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1969
through 1999. Keep in mind that this was a particularly favorable period for all
stock markets.  These average returns reflect past  performance on international
stocks;  you should not regard  them as an  indication  of future  returns  from
either foreign markets as a whole or any of the Funds in particular.
     Note that the preceding chart does not take into account  returns  measured
by the MSCI  Emerging  Markets  Free  Index,  a widely  used  barometer  of less
developed stock markets.  Emerging  markets can be  substantially  more volatile
than more developed  foreign markets.  In addition,  because the MSCI EAFE Index
tracks the European and Pacific markets  collectively,  the above returns do not
reflect  the  variability  of  returns  from  year to  year  for  these  markets
individually,  or the variability  across these and other geographic  regions or
market  sectors.  To illustrate  this  variability,  the  following  table shows
returns for  different  international  markets--as  well as the U.S.  market for
comparison--from  1990-1999,  as measured by their respective indexes. 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.

- --------------------------------------------------------------------------------
            STOCK MARKET RETURNS FOR DIFFERENT INTERNATIONAL MARKETS*
- --------------------------------------------------------------------------------
             EUROPEAN         PACIFIC         EMERGING           U.S.
              MARKET           MARKET          MARKETS         MARKETS
- --------------------------------------------------------------------------------
1990          -2.00%           34.43%          -10.55%          -3.10%
1991          14.12            11.51            59.91           30.47
1992          -3.92           -18.51            11.40            7.62
1993          29.25            36.15            74.84           10.08
1994           2.82            12.82            -7.31            1.32
1995          22.08             2.89             0.01**         37.58
1996          21.42            -8.23            15.19           22.96
1997          23.75           -25.74           -16.37           33.36
1998          28.68             2.64           -18.39           28.58
1999          15.77            56.38            60.86           21.04
- --------------------------------------------------------------------------------
*    European  market  returns are  measured by the MSCI Europe  Index;  Pacific
     market  returns are  measured  by the MSCI  Pacific  Free  Index;  emerging
     markets returns are  measured  by the Select  Emerging  Markets Free Index;
     and U.S.  market  returns are measured by the Standard & Poor's 500 Index.
**   The inception date of the Select  Emerging  Markets Free  Index  was May 4,
     1994;  returns  shown for  1990-1994  are  measured  by  the MSCI  Emerging
     Markets Free Index.
- --------------------------------------------------------------------------------


     Keep in mind, however,  that these average returns reflect past performance
of the various indexes;  you should not consider them as an indication of future
returns from the indexes, or from any of the Funds in particular.

<PAGE>

17

[FLAG] EACH FUND IS SUBJECT  TO  COUNTRY  RISK,  WHICH IS THE  POSSIBILITY  THAT
     POLITICAL EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL  PROBLEMS (RISING
     INFLATION,  GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A
     FLOOD)  WILL  WEAKEN A  COUNTRY'S  ECONOMY  AND CAUSE  INVESTMENTS  IN THAT
     COUNTRY TO LOSE MONEY.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  REGIONAL VERSUS BROAD INTERNATIONAL INVESTING

Regional funds are international funds that invest in a particular  geographical
region,  such as Europe or the Pacific  Basin.  Because they  concentrate  their
holdings in a single  region,  these  funds  typically  have higher  share price
volatility  than  broadly  diversified  international  stock  funds  (which,  by
investing in many different foreign markets,  may offset losses from one country
with gains from another at any given time).
- --------------------------------------------------------------------------------


     EUROPEAN  STOCK  INDEX  FUND.  Stocks  from the  United  Kingdom,  Germany,
Switzerland  and France  comprised  xx%,  xx%,  xx%,  and xx% of the MSCI Europe
Index,  respectively,  as of December  31,  1999;  stocks from the  remaining 11
countries  in  the  Index  have  much  less  significant  market  capitalization
weightings  in the  Index and thus much  less  impact on its total  return.  The
Fund's heavy exposure to just four countries involves a higher degree of country
risk than that of more geographically diversified international funds.
     PACIFIC STOCK INDEX FUND. Japanese stocks comprised xx% of the MCSI Pacific
Free Index as of December 31, 1999. Therefore,  Japanese stocks will represent a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment in the Japanese stock market may involve a higher degree
of  country  risk than  that of more  geographically  diversified  international
funds.

     EMERGING MARKETS STOCK INDEX FUND. As discussed above, emerging markets can
be substantially more volatile than both U.S and more developed foreign markets.
Therefore,  the  Emerging  Markets  Stock Index Fund may expose  investors  to a
higher degree of volatility  than funds that invest in more  developed  markets.

     DEVELOPED  FOREIGN  MARKETS  STOCK  INDEX  FUND.  As a fund of  funds,  the
Developed  Foreign  Markets Stock Index Fund intends to invest all of its assets
in shares of the European and Pacific Stock Index Funds; indirectly, its country
risk will  proportionately  mirror that of the European and Pacific  Stock Index
Funds.
     TOTAL  INTERNATIONAL  STOCK  INDEX  FUND.  As a fund of  funds,  the  Total
International  Stock Index Fund intends to invest all of its assets in shares of
the European,  Pacific, and Emerging Markets Stock Index Funds; indirectly,  its
country risk will  proportionately  mirror that of the underlying  funds.  As of
December  31,  1999,  the Fund's  assets were  invested  as follows:  xx% in the
European  Stock Index Fund;  xx% in the Pacific Stock Index Fund; and xx% in the
Emerging Markets Stock Index Fund.


[FLAG] EACH FUND IS SUBJECT TO CURRENCY RISK,  WHICH IS THE  POSSIBILITY  THAT A
     STRONGER U.S. DOLLAR WILL REDUCE RETURNS FOR AMERICANS  INVESTING OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH  FEWER U.S.  DOLLARS.  ON THE OTHER  HAND,  A WEAKER  U.S.  DOLLAR
     GENERALLY   LEADS  TO  HIGHER   RETURNS  FOR  AMERICANS   HOLDING   FOREIGN
     INVESTMENTS.

<PAGE>

18

SECURITY SELECTION

In seeking to track its target index,  the European  Stock Index,  Pacific Stock
Index,  and  Emerging  Markets  Stock Index Funds each invest in a portfolio  of
foreign stocks selected through  statistical  methods.  The Total  International
Stock Index Fund simply invests in shares of the European, Pacific, and Emerging
Markets Stock Index Funds.  Likewise,  the Developed Foreign Markets Stock Index
Fund will simply invest in shares of the European and Pacific Stock Index Funds.
     EUROPEAN  STOCK INDEX FUND.  The Fund invests in a  statistically  selected
sample of  approximately  550 common  stocks  included in the MSCI Europe Index,
which is made up of the stocks of  companies  located in 15 European  countries.
Four countries--the United Kingdom, Germany,  Switzerland,  and France--dominate
the Index, with xx%, xx%, xx%, and xx%,  respectively,  as of December 31, 1999.
The other 11  countries,  which  include  Austria,  Belgium,  Denmark,  Finland,
Ireland, Italy, the Netherlands,  Norway, Portugal,  Spain, and Sweden, are much
less significant to the Index and, consequently, the Fund.
     PACIFIC  STOCK INDEX FUND.  The Fund  invests in a  statistically  selected
sample of the  approximately 420 common stocks included in the MSCI Pacific Free
Index, which is comprised of the stocks of Pacific Basin companies. The Index is
dominated by the Japanese  stock  market,  which  represented  xx% of the market
capitalization  of the Index as of December 31, 1999.  The other four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.
     EMERGING  MARKETS  STOCK INDEX FUND.  The Fund  invests in a  statistically
selected  sample of the  approximately  500 common stocks included in the Select
Emerging Markets Free Index, which is made up of the stocks of companies located
in 13  emerging  markets of  Europe,  Asia,  Africa,  and Latin  America.  Three
countries--Brazil,  Mexico, and South Africa--represent a majority of the Index,
with xx%, xx%, and xx% of the market capitalization of the Index,  respectively,
as of December 31, 1999.  The other 10 countries  include  Argentina,  the Czech
Republic, Greece, Hungary, Indonesia, Israel, Philippines, Poland, Thailand, and
Turkey.  The developed  countries of Hong Kong and Singapore are included in the
Index to broaden diversification and ensure adequate liquidity.

     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds are generally managed without regard to tax ramifications.

TRANSACTION FEES AND ACCOUNT MAINTENANCE FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company and international  stocks.  The transaction fee ensures that these
higher  costs are borne by the  investors  making the  transactions--and  not by
shareholders  already in the fund. In addition,  most of Vanguard's  index funds
charge an account  maintenance fee on accounts under $10,000 to divide the costs
of maintaining accounts equitably among shareholders.
     All  transaction  fees are paid directly to the fund itself (unlike a sales
charge or load,  which--for  many fund  companies--ends  up in the pocket of the
sponsor, adviser, or sales representative). Without transaction fees, some index
funds would have trouble tracking their target indexes.
     Vanguard  assesses an account  maintenance  fee on index fund  shareholders
whose account balances are below $10,000 (for any reason, including a decline in
the value of a fund's shares) on the date a dividend is distributed. This fee is
intended to allocate the costs of  maintaining  accounts  more  equitably  among
shareholders.   For  funds  that  distribute  dividends  annually,  the  account
maintenance  fee is $10 per  year,  deducted  from the  annual  dividend,  which
usually is distributed during the last two weeks of the calendar year.

<PAGE>

19

If the fee is deducted from your dividend distribution,  you will still be taxed
on the full  amount of your  dividend  (unless  you hold your  shares  through a
nontaxable  account).  If you are due a  dividend  that is less  than  the  fee,
fractional shares will be automatically redeemed to make up the difference.

COSTS AND MARKET-TIMING

Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  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.
Therefore,  the  Vanguard  International  Stock  Index  Funds have  adopted  the
following policies, among others, designed to discourage short-term trading:
- -    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.

- -    Each Fund (except the Developed Foreign Markets Stock Index Fund) charges a
     transaction fee on purchases. In addition, the Emerging Markets Stock Index
     Fund charges a transaction fee on redemptions.

- -    Telephone and online exchanges are not accepted for non-IRA accounts.
- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    Each Fund reserves the right to stop offering shares at any time.

     THE  VANGUARD  FUNDS DO NOT  PERMIT  MARKET-TIMING.  DO NOT INVEST IN THESE
FUNDS IF YOU ARE A MARKET-TIMER.

TURNOVER RATE

Although each Fund seeks to invest for the long term, the Funds retain the right
to sell  securities  regardless  of how  long the  securities  have  been  held.
Generally,  a  passively-managed  fund  sells  securities  only  to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index. Because of this, the turnover rate for each Fund has
been extremely low. The Financial  Highlights  tables  beginning on page 25 show
historic turnover rates for each Fund.

- --------------------------------------------------------------------------------
                                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 income
subject to taxes.  According to  Morningstar,  Inc. as of December 31, 1999, the
average  turnover  rate for  passively  managed  foreign  stock  index funds was
roughly xx%; for all foreign stock funds, the average turnover was approximately
xx%. (A  turnover  rate of 100% would  occur,  for  example,  if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.)

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

<PAGE>

20

OTHER INVESTMENT POLICIES AND RISKS

Besides  investing  in common  stocks of foreign  companies,  each Fund may make
certain  other  kinds of  investments  to achieve its  objective.  Each Fund may
change its objective without shareholder approval.
     The Funds may also  invest,  to a limited  extent,  in futures  and options
contracts,  warrants,  convertible  securities,  and swap agreements,  which are
types  of  derivatives.  Losses  (or  gains)  involving  futures  contracts  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.  Similar risks exist for warrants  (securities that permit their owners to
purchase  a  specific  number  of  shares  of stock at a  predetermined  price),
convertible securities (securities that may be exchanged for another asset), and
swap  agreements  (contracts  between  two  parties in which each agrees to make
payments to the other based on the return of a specified index or asset).

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives  that have been trading on regulated  exchanges for more
than two decades.  These  "traditional"  derivatives are standardized  contracts
that can easily be bought and sold,  and whose market values are  determined and
published  daily. It is these  characteristics  that  differentiate  futures and
options from the relatively new types of derivatives. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
- --------------------------------------------------------------------------------

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under  futures  contracts  will not  exceed 20% of its total
assets.
     The reasons for which a Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Each Fund may also enter into forward foreign  currency  contracts in order
to maintain  the same  currency  exposure  as its  respective  Index.  A forward
foreign currency contract is an agreement to buy or sell a country's currency at
a specific price on a specific  date,  usually 30, 60, or 90 days in the future.
In other  words,  the  contract  guarantees  an  exchange  rate on a given date.
Managers of  international  stock funds  typically use these  contracts to guard
against sudden,  unfavorable  changes in U.S.  dollar/foreign  currency exchange
rates. However, the Funds will use these contracts for different reasons:
- -    To gain currency exposure when investing in futures.
- -    To settle trades in a foreign currency.

<PAGE>

21

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

THE FUNDS AND VANGUARD

Vanguard  International  Stock Index Funds are offered by The Vanguard  Group, a
family of more than 35  investment  companies  with more than 100 funds  holding
assets  worth more than $xxx  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.

     Total  International  and Developed  Foreign Markets Stock Index Funds will
indirectly bear a proportionate share of the expenses of the underlying funds in
which they invest. However, their direct expenses are expected to be very low or
zero. For example,  Total  International Stock Index Fund has incurred no direct
expenses since its inception in 1996. Total  International and Developed Foreign
Markets Stock Index Funds may operate without  incurring direct expenses because
Vanguard  will  reimburse  them  for  (i)  their  contributions  to the  cost of
operating  the  underlying  funds in which  they  invest,  and (ii)  savings  in
administrative  and marketing  costs that Vanguard  expects to derive from their
operations.


INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,  serves as the Funds'  adviser  through its Core  Management  Group.  (The
Developed  Foreign  Markets and Total  International  Stock Index Funds  receive
advisory services  indirectly,  by investing in the other three Funds.) Vanguard
manages the Funds on an at-cost  basis,  subject to the control of the  Trustees
and officers of the Funds.  For the fiscal year ended  December  31,  1999,  the
advisory fees  represented an effective  annual rate of less than 0.01% each for
the European, Pacific, and Emerging Markets Stock Index Funds.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most favorable execution from these brokers or dealers with respect to
all  transactions.  The Funds may direct Vanguard to use a particular broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.


<PAGE>

22

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                               THE FUNDS' ADVISER

The Vanguard Group provides investment advisory services to many Vanguard funds;
as of December  31,  1999,  the Group  managed  more than $xxx  billion in total
assets.  The individual  responsible for overseeing the European,  Pacific,  and
Emerging Markets Stock Index Funds' investments is:

GEORGE U. SAUTER,  Managing  Director of Vanguard,  and head of Vanguard's  Core
Management  Group;  has worked in  investment  management  since  1985;  primary
responsibility  for Vanguard's  stock indexing policy and strategy since joining
the firm in 1987; A.B., Dartmouth College; M.B.A., University of Chicago.

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

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each 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. In addition, a
Fund may occasionally be required to make supplemental dividend or capital gains
distributions at some other time during the year. 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 share 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 its holdings and
the  interest it receives  from its 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:
- -    Distributions  are taxable to you whether or not you reinvest these amounts
     in additional Fund shares.
- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    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.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.


<PAGE>

23

- -    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.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.
- -    The European,  Pacific,  and Emerging Markets Stock Index Funds each may be
     subject to foreign taxes or foreign tax withholding on dividends, interest,
     and some  capital  gains that it  receives on foreign  securities.  You may
     qualify for an offsetting  credit or deduction under U.S. tax laws for your
     portion of a Fund's foreign tax obligations, provided that you meet certain
     requirements. Because the Total International and Developed Foreign Markets
     Stock Index Funds  invest in foreign  stocks  indirectly  through the other
     three Funds,  their investors are not able to take advantage of foreign tax
     credits or deductions.  See your tax adviser or IRS  publications  for more
     information.

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or  redemptions  from your  account if you do not provide us with
your  correct  taxpayer  identification  number and certify  that it is correct.
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>

24

SHARE PRICE

Each 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 for the Developed  Foreign Markets and Total
International  Stock Index Funds is computed by adding up the total value of the
Fund's  investments  (i.e.,  shares of the  underlying  funds) and other assets,
subtracting any of its liabilities  (debts),  and then dividing by the number of
Fund shares outstanding:


                     TOTAL ASSETS - LIABILITIES
NET ASSET VALUE = --------------------------------
                    NUMBER OF SHARES OUTSTANDING

     Net asset value per share for the European,  Pacific,  and Emerging Markets
Stock  Index Funds is  computed  in a similar  way,  by dividing  the net assets
attributed  to each  class by the  number of Fund  shares  outstanding  for that
class.

     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.  Because
foreign  securities  markets may operate on days which are not business  days in
the  United  States,  the  value of a Fund's  holdings  may  change on days when
shareholders will not be able to purchase or redeem the Fund's shares.
     A NOTE ON  PRICING:  A 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 Funds' Board of Trustees.  A
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the underlying securities.

     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers  use different  abbreviations  for each Fund, but the most common are
EUROPE, PACIFIC, EMERMKT, XXXX, and TOTINTL for the European,  Pacific, Emerging
Markets,  Developed Foreign Markets,  and Total International Stock Index Funds,
respectively.


FINANCIAL HIGHLIGHTS

The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance  for the past five years or since  inception
(except for the Developed  Foreign Markets Stock Index Fund, which did not start
operations  until May xx,  2000),  and certain  information  reflects  financial
results for a single Fund share.  The total returns in each table  represent the
rate that an investor  would have earned or lost each year on an  investment  in
the  Fund   (assuming   reinvestment   of  all   dividends   and  capital  gains
distributions).  This information has been derived from the financial statements
audited  by   PricewaterhouseCoopers   LLP,   independent   accountants,   whose
report--along with each Fund's financial  statements--is  included in the Funds'
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.


<PAGE>

25

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE

This  explanation  uses the  European  Stock Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $25.28 per share. During the
year,  the Fund earned  $0.xx per share from  investment  income  (interest  and
dividends) and $x.xx per share from investments that had appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received $0.xx 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  ($x.xx  per  share)  minus the  distributions  ($0.xx  per share)
resulted in a share price of $xx.xx at the end of the year. This was an increase
of $x.xx per share (from  $25.28 at the  beginning  of the year to $xx.xx 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 xx.xx% for the year.

As of December 31, 1999, the Fund had $x.x billion in net assets.  For the year,
its  expense  ratio was 0.xx%  ($x.x0  per  $1,000 of net  assets);  and its net
investment  income  amounted to x.xx% of its  average  net  assets.  It sold and
replaced securities valued at x% of its net assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                            YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- ------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28       $20.13       $16.57       $14.02       $11.76
- ------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .41          .38          .34          .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           5.40         3.63         2.63         2.30
                        ------------------------------------------------------------------
   Total from Investment
    Operations                          5.81         4.01         2.97         2.62
                        ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.52)        (.37)        (.36)        (.32)
 Distributions from
  Realized Capital Gains                (.14)        (.08)        (.06)        (.04)
  Gains
                        ------------------------------------------------------------------
   Total Distributions                  (.66)        (.45)        (.42)        (.36)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $            $25.28       $20.13       $16.57       $14.02
==========================================================================================
TOTAL RETURN*                 %       28.86%       24.23%       21.26%       22.28%
==========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)      $            $4,479       $2,432       $1,595       $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.29%        0.31%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.97%        2.19%        2.45%        2.66%
 Turnover Rate               x%           7%           3%           4%           2%
==========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 1% from 1994 through 11/2/1997) or the annual account
  maintenance fee of $10.




<PAGE>

26


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        -------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- -------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $ 7.72       $10.51       $11.50       $11.31
- -------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .           .085          .09          .10          .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           .100        (2.79)       (1.00)         .21
  Investments
                        -------------------------------------------------------------------
   Total from Investment
    Operations                          .185        (2.70)        (.90)         .31
                        -------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.065)        (.09)        (.09)        (.12)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        -------------------------------------------------------------------
   Total Distributions                 (.065)        (.09)        (.09)        (.12)
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.84       $ 7.72       $10.51       $11.50
===========================================================================================
TOTAL RETURN*                 %        2.41%      -25.67%       -7.82%        2.75%
===========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $       $1,033         $827         $978         $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.40%        0.35%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.17%        1.03%        0.89%        0.97%
 Turnover Rate               x%           4%           8%           9%           1%
===========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 1/1/1997, 1% from 1994 through 1996) or the annual account
  maintenance fee of $10.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- --------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $ 9.98       $12.28       $10.75       $10.87
- --------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .27          .24          .18          .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .          (2.08)       (2.31)        1.52         (.09)
                        --------------------------------------------------------------------
   Total from Investment
    Operations                         (1.81)       (2.07)        1.70          .06
                        --------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.26)        (.23)        (.17)        (.18)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        --------------------------------------------------------------------
   Total Distributions                  (.26)        (.23)        (.17)        (.18)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.91        $9.98       $12.28       $10.75
============================================================================================
TOTAL RETURN*                 %      -18.12%      -16.82%       15.83%        0.56%
============================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $         $577         $660         $637         $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.61%        0.57%        0.60%        0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        2.99%        1.96%        1.69%        2.00%
 Turnover Rate               x%          22%          19%           1%           3%
============================================================================================
</TABLE>

 *Total return figures do not reflect the transaction fee on purchases (1.0%
  beginning 11/3/1997, 1.5% from 1/1/1997 to 11/2/1997, 2.0% from 1994 through
  1996), the 1% transaction fee on redemptions, or the annual account
  maintenance fee of $10.

<PAGE>

27


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
                                          VANGUARD TOTAL INTERNATIONAL
                                                STOCK INDEX FUND
                                             YEAR ENDED DECEMBER 31,
                        ---------------------------------------------------------
                                        1999         1998         1997     1996*
- ---------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>       <C>
NET ASSET VALUE,
 BEGINNING OF YEAR                    $11.19       $ 9.87       $10.14    $10.26
- ---------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                   .xx          .21          .18      .150
 Capital Gain Distributions
  Received                               .xx          .02          .02      .015
 Net Realized and
  Unrealized Gain
  (Loss) on Investments                  .xx         1.31         (.28)    (.110)
                        ---------------------------------------------------------
   Total from Investment
    Operations                           .xx         1.54         (.08)     .055
                        ---------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.xx)        (.21)        (.17)    (.160)
 Distributions from
  Realized Capital Gains                  --         (.01)        (.02)    (.015)
                        ---------------------------------------------------------
   Total Distributions                  (.xx)        (.22)        (.19)    (.175)
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR          $ x.xx       $11.19       $ 9.87    $10.14
=================================================================================
TOTAL RETURN**                        xx.xx%       15.60%       -0.77%     0.55%
=================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)                     $xxx       $1,375         $903      $280
 Ratio of Total
  Expenses to Average
  Net Assets                              0%           0%           0%        0%
 Ratio of Net
  Investment Income to
  Average Net Assets                   x.xx%        2.18%        2.19%    1.51%+
 Turnover Rate                           XX%           2%           0%        0%
=================================================================================
</TABLE>

 *April 29 (inception) through December 31, 1996.
**Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 0.75% from 1/1/1997 to 11/2/1997, 1.0% in 1996) or the
  annual account maintenance fee of $10.
 +Annualized.

The Funds are not  sponsored,  sold,  promoted,  or endorsed  by Morgan  Stanley
Capital International.  Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard
& Poor's 500," and "500," are trademarks of The McGraw-Hill Companies, Inc., and
have been licensed for use by The Vanguard Group.

<PAGE>

28

- --------------------------------------------------------------------------------
INVESTING WITH VANGUARD

Are you looking for the most  convenient  way to open or add money to a Vanguard
account?  Obtain instant access to fund information?  Establish an account for a
minor child or for your retirement savings?
     Vanguard  can help.  Our goal is to make it easy and pleasant for you to do
business with us.
     The following  sections of the prospectus briefly explain the many services
we offer.  Booklets providing detailed information are available on the services
marked with a [BOOK ICON]. Please call us to request copies.
- --------------------------------------------------------------------------------

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically  set up for this  Fund  unless  you  notify  us  otherwise.  Note:
Limitations do apply; see page 32.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK ICON]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK ICON]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOK ICON]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]

Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.

- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [BOOK ICON]

You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:

- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

29


- -    Add/change fund options (including dividend options, Vanguard Fund Express,
     bank instructions,  checkwriting, and Vanguard Automatic Exchange Service).
     (Some  restrictions may apply.) Please call our Client Services  Department
     for assistance.

*Only current Vanguard shareholders can open a new account online, by exchanging
 shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call  Vanguard for  information  on our funds,  fund  services,  and  retirement
accounts, and to request literature.
- --------------------------------------------------------------------------------

CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273

Call Vanguard for information on your account, account transactions, and account
statements.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------


TYPES OF ACCOUNTS

Individuals and institutions can establish a variety of accounts with Vanguard.
- --------------------------------------------------------------------------------
FOR ONE OR MORE PEOPLE
Open an account in the name of one (individual) or more (joint tenants) people.
- --------------------------------------------------------------------------------
FOR HOLDING PERSONAL TRUST ASSETS [BOOK ICON]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR INDIVIDUAL RETIREMENT ACCOUNTS [BOOK ICON]
Open a  traditional  IRA account or a Roth IRA  account.  Eligibility  and other
requirements  are  established  by federal law and  Vanguard  custodial  account
agreements. For more information, please call 1-800-662-7447 (SHIP).
- --------------------------------------------------------------------------------
FOR AN ORGANIZATION [BOOK ICON]
Open an account as a corporation,  partnership,  endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------
FOR THIRD-PARTY TRUSTEE RETIREMENT INVESTMENTS
Open an account as a retirement trust or plan based on an existing  corporate or
institutional  plan.  These  accounts  are  established  by the  trustee  of the
existing plan.
- --------------------------------------------------------------------------------
VANGUARD PROTOTYPE PLANS
Open a  variety  of  retirement  accounts  using  Vanguard  prototype  plans for
individuals,  sole proprietorships,  and small businesses. For more information,
please call 1-800-662-2003.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares 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.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

<PAGE>

30

BUYING SHARES

You buy your shares at a Fund's  next-determined  net asset value after Vanguard
receives your 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 net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$3,000 (regular account); $1,000 (traditional IRAs and Roth IRAs).

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
Each Fund  reserves  the right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
A NOTE ON PURCHASE FEES

Each Fund, except the Developed Foreign Markets Stock Index Fund, deducts a 0.5%
(1% for Emerging  Markets  Stock Index Fund) fee from all  purchases  (including
exchanges  from other  Vanguard  funds),  but not from  reinvested  dividends or
capital gains.

- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account

Complete and sign the account registration form and enclose your check.

add to an existing account
Mail your check with an  Invest-By-Mail  form  detached  from your  confirmation
statement to the address listed on the form. Please do not alter  Invest-By-Mail
forms, since they are fund- and account-specific.

Make your check payable to: The Vanguard Group-(insert  appropriate Fund number;
see below)
European Stock Index Fund-79
Pacific Stock Index Fund-72
Emerging Markets Stock Index Fund-533

Developed Foreign Markets Stock Index Fund-xxx
Total International Stock Index Fund-113

All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 1110                455 Devon Park Drive
Valley Forge, PA 19482-1110  Wayne, PA 19087-1815


<PAGE>

31

For clients of Vanguard's Institutional Division . . .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . . [TELEPHONE ICON]
open a new account
Call Vanguard  Tele-Account*  24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address, taxpayer identification number, and account type).

add to an existing account
Call Vanguard  Tele-Account*  24 hours a day--or Client Services during business
hours--to exchange from another Vanguard fund account with the same registration
(name, address,  taxpayer  identification  number, and account type). (Note that
some restrictions  apply to index fund accounts.) Use Vanguard Fund Express (see
"Services and Account Features") to transfer assets from your bank account. Call
Client Services before your first use to verify that this option is available.

Vanguard Tele-Account   Client Services
1-800-662-6273          1-800-662-2739

*You must obtain a Personal  Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.

- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]

Call Client  Services to arrange your wire  transaction.  Wire  transactions  to
retirement  accounts are only  available for asset  transfers and rollovers from
other financial institutions. Individual IRA contributions will not be accepted
by wire.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
European Stock Index Fund-79
Pacific Stock Index Fund-72
Emerging Markets Stock Index Fund-533

Developed Foreign Markets Stock Index Fund-xxx

Total International Stock Index Fund-113

<PAGE>

32

[Account number, or temporary number for a new account]

[Registered account owner(s)]

[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

REDEEMING SHARES

This section describes how you can redeem--that is, sell or exchange--the Fund's
shares.

When Selling Shares:
- -    Vanguard sends the redemption proceeds to you or a designated third party.*
- -    You can sell all or part of your Fund shares at any time.

*May require a signature guarantee; see footnote on page 35.

When Exchanging Shares:
- -    The redemption proceeds are used to purchase shares of a different Vanguard
     fund.
- -    You must meet the receiving fund's minimum investment requirements.
- -    Vanguard reserves the right to revise or terminate the exchange  privilege,
     limit the amount of an exchange, or reject an exchange at any time, without
     notice.

- -    In  order  to  exchange  into  an  account  with a  different  registration
     (including a different name, address, or taxpayer  identification  number),
     you must include the guaranteed  signature of all current account owners on
     your written instructions.

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules  discussed in this  prospectus.  Note
that the Funds do not permit telephone exchanges.

- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Emerging  Markets  Stock  Index Fund  imposes a 1%  redemption  fee on all share
redemptions. Currently, redemption fees do not apply to Fund shares held through
Vanguard's separate recordkeeping system for employee benefit plan accounts, due
to certain economies associated with these accounts.  However, the Fund reserves
the right to impose  redemption  fees on its shares at any time if  warranted by
the Fund's future costs of processing redemptions from these accounts.
- --------------------------------------------------------------------------------

NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.

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

<PAGE>

33

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.

     The Vanguard funds whose shares you cannot  exchange online or by telephone
are VANGUARD U.S.  STOCK INDEX FUNDS,  VANGUARD  BALANCED  INDEX FUND,  VANGUARD
INTERNATIONAL  STOCK INDEX FUNDS,  VANGUARD REIT INDEX FUND, and VANGUARD GROWTH
AND INCOME FUND. These funds do, however,  permit online and telephone exchanges
within  IRAs and some other  retirement  accounts.  If you sell  shares of these
funds online, you will receive a redemption check at your address of record.
- --------------------------------------------------------------------------------
ONLINE REQUESTS [COMPUTER ICON]
ACCESS VANGUARD at www.vanguard.com
You can use your personal  computer to sell or exchange  shares of most Vanguard
funds by accessing our website.  To establish  this  service,  you must register
through our website.  We will then mail you an account access password that will
enable  you to sell  or  exchange  shares  online  (as  well  as  perform  other
transactions).

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

TELEPHONE REQUESTS [TELEPHONE ICON]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to sell or exchange shares.

Retirement Accounts:
You can  exchange--but  not  sell--shares  by  calling  Tele-Account  or  Client
Services.

Vanguard Tele-Account   Client Services
1-800-662-6273          1-800-662-2739
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.

- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).

     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard  reserves the right to revise or  terminate  the  telephone  redemption
privilege at any time,  without notice.  In addition,  Vanguard can stop selling
shares or postpone  payment at times when the New York Stock  Exchange is closed
or under any emergency

<PAGE>

34

circumstances as determined by the U.S. Securities and Exchange  Commission.  If
you  experience  difficulty  making a  telephone  redemption  during  periods of
drastic  economic or market  change,  you can send us your request by regular or
express mail. Follow the instructions on selling or exchanging shares by mail in
this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE ICON]
All Account Types Except Retirement:
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

Vanguard Retirement Accounts:
For information on how to request distributions from:
- -    Traditional IRAs and Roth IRAs--call Client Services.
- -    SEP-IRAs, SIMPLE IRAs, 403(b)(7) custodial accounts, and Profit-Sharing and
     Money Purchase Pension (Keogh) Plans--call  Individual  Retirement Plans at
     1-800-662-2003.

Depending on your account  registration  type,  additional  documentation may be
required.

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 1110                455 Devon Park Drive
Valley Forge, PA 19482-1110  Wayne, PA 19087-1815

For clients of Vanguard's Institutional Division .  .  .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS

It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's  operation or  performance.

     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

OPTIONS FOR REDEMPTION PROCEEDS

You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.

- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------

<PAGE>

35

EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------

FUND EXPRESS REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  pre-linked  checking or
savings account.

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

FOR OUR MUTUAL PROTECTION
For your best interests and ours, Vanguard applies these additional requirements
to redemptions:

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- -    The Fund name and account number.
- -    The amount of the transaction (in dollars or shares).
- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

*For instance, a signature guarantee must  be provided by all registered account
 shareholders when redemption  proceeds are  to be sent to a different person or
 address. A signature guarantee may be obtained from most commercial and savings
 banks, credit  unions,  trust  companies,  or  member  firms  of  a  U.S. stock
 exchange.

TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account  transactions can disrupt the management of a Fund and
increase the Fund's costs for all shareholders, Vanguard limits account activity
as follows:
- -    You may make no more than TWO  SUBSTANTIVE  "ROUND TRIPS"  THROUGH THE FUND
     during any 12-month period.
- -    Your round trips through the Fund must be at least 30 days apart.
- -    The Fund may refuse a share purchase at any time, for any reason.
- -    Vanguard may revoke an investor's telephone exchange privilege at any time,
     for any reason.

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  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.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815

<PAGE>

36

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

ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.

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

TRANSFERRING REGISTRATION

You can  transfer  the  registration  of your Fund  shares to  another  owner by
completing a transfer form and sending it to Vanguard.

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 1110                455 Devon Park Drive
Valley Forge, PA 19482-1110  Wayne, PA 19087-1815

For clients of Vanguard's Institutional Division . . .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.

     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  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  adviser,  and  the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  each  Fund's  costs as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
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,  notify our Client  Services  Department  at
1-800-662-2739.

- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.

<PAGE>

37

- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in February and August for these Funds.
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE COST REVIEW STATEMENT [BOOK ICON]

Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.

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

<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.

CAPITAL GAINS DISTRIBUTION
Payment to mutual fund  shareholders  of gains  realized on securities  that the
fund has sold at a profit, minus any realized losses.

CASH RESERVES
Cash deposits,  short-term  bank deposits,  and money market  instruments  which
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.

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.

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.

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.

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,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

YIELD
Income  (interest  or  dividends)  earned  by  an  investment,  expressed  as  a
percentage of the investment's price.

<PAGE>


                                                    [LOGO]
                                                    [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 International Stock Index
Funds, the following documents are
available free upon request:

ANNUAL/SEMIANNUAL REPORT TO
SHAREHOLDERS
Additional information about the
Funds' investments is available in
the Funds' annual and semiannual
reports to shareholders. In these
reports, you will find a discussion of
the market conditions and
investment strategies that
significantly affected the Funds'
performance during the most recent
fiscal year.

STATEMENT OF ADDITIONAL
INFORMATION (SAI)

The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Developed Foreign Markets and
Total International Stock Index
Funds, which are legally a part of
Vanguard STAR Funds).

The current annual and semiannual
reports and each SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Funds 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 Funds
(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 1-800-SEC-0330. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.

Funds' Investment Company Act
file number: 811-5972 (811-3919)
for Developed Foreign Markets
and Total International Stock
Index Funds)

(C) 2000 The Vanguard Group, Inc.

All rights reserved.
Vanguard Marketing Corporation,
Distributor.


P072N-04/28/2000


<PAGE>


SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 15, 2000

                                                          VANGUARD(R)
                                                          INTERNATIONAL STOCK
                                                          INDEX FUNDS

                                                          Participant Prospectus
                                                          April 28, 2000

This prospectus contains
financial data for the
Funds through the
fiscal year ended
December 31, 1999.

VANGUARD EUROPEAN
STOCK INDEX FUND

VANGUARD PACIFIC STOCK
INDEX FUND

VANGUARD EMERGING
MARKETS STOCK INDEX
FUND

VANGUARD DEVELOPED
FOREIGN MARKETS STOCK
INDEX FUND

VANGUARD TOTAL
INTERNATIONAL STOCK
INDEX FUND


INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S.
SECURITIES AND EXCHANGE  COMMISSION BUT HAS NOT YET BECOME EFFECTIVE.  SHARES OF
VANGUARD  DEVELOPED  FOREIGN  MARKETS STOCK INDEX FUND MAY NOT BE SOLD,  NOR MAY
OFFERS TO BUY BE ACCEPTED,  PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE.  THIS  COMMUNICATION  SHALL  NOT  CONSTITUTE  AN  OFFER  TO SELL OR A
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN A STATE IN WHICH SUCH OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAW OF THE STATES.


<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS
Participant Prospectus

April 28, 2000

A Group of International Stock Index Mutual Funds

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------

  1 AN INTRODUCTION TO INDEX FUNDS

  2 FUND PROFILES

     2 Vanguard European Stock Index Fund

     4 Vanguard Pacific Stock Index Fund

     6 Vanguard Emerging Markets Stock Index Fund

     9 Vanguard Developed Foreign Markets Stock Index Fund

    10 Vanguard Total International Stock Index Fund

 13 MORE ON THE FUNDS

 20 THE FUNDS AND VANGUARD

 20 INVESTMENT ADVISER

 21 DIVIDENDS, CAPITAL GAINS, AND TAXES

 22 SHARE PRICE

 22 FINANCIAL HIGHLIGHTS

 26 INVESTING WITH VANGUARD

 27 ACCESSING FUND INFORMATION BY COMPUTER

 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

This  prospectus  explains the objective,  risks,  and strategies of each of the
Vanguard  International  Stock Index  Funds.  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 to decide which
Fund, if any, is the right  investment  for you. We suggest that you keep it for
future reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTE

Each of the Vanguard International Stock Index Funds offers two separate classes
of shares:  Investor and  Institutional  (except  Developed  Foreign Markets and
Total  International  Stock  Index  Funds,  which offer only  Investor  Shares).
Investor Shares,  which have an investment  minimum of $3,000 ($1,000 for IRAs),
are offered by two  separate  prospectuses.  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.

Institutional  Shares of Vanguard European,  Pacific, and Emerging Markets Stock
Index Funds, in addition to Institutional  Developed Foreign Markets Stock Index
Fund, have an investment  minimum of $10 million and are generally  available to
investors  who do not require  special  employee  benefit plan  services.  These
options  are  offered  by  another  prospectus,  which you can obtain by calling
Vanguard's Institutional Investor Group at 1-800-523-1036.

Note that the Funds'  separate  share  classes  have  different  expenses;  as a
result, their investment performances will vary.

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


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.

<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a  standard  to  measure  investment  performance.  An index  (or  "passively
managed")  fund tries to track,  as closely as possible,  the  performance of an
established target index. The fund does this by holding all, or a representative
sample,  of the securities  that comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire foreign stock market.
     Index funds are not  actively  managed by  investment  advisers who buy and
sell  securities  based on research and  analysis in an attempt to  outperform a
particular  benchmark  or the  market as a whole.  Rather,  index  funds  simply
attempt to mirror what the target index does, for better or worse.

WHAT INDEX FUNDS DOES VANGUARD OFFER?

Vanguard  offers a variety of stock (both U.S.  and  international),  bond,  and
balanced index funds.  This prospectus  provides  information  about  Vanguard's
International  Stock Index Funds. There are five such funds, each of which seeks
to track a different segment of the international stock market:


FUND                                                 SEEKS TO TRACK
- -----------------------------------------------------------------------------
Vanguard European Stock Index Fund         European stock markets
Vanguard Pacific Stock Index Fund          Australian and Far East stock
                                            markets
Vanguard Emerging Markets Stock            13 emerging stock markets in
 Index Fund                                 Europe, Asia, Africa, and
                                            Latin America
Vanguard Developed Foreign Markets Stock   European, Australian, and Far
 Index Fund                                 East stock markets
Vanguard Total International Stock         European, Australian, Far East,
 Index Fund                                 and 13 emerging stock
                                            markets in Europe, Asia,
                                            Africa, and Latin America
- -----------------------------------------------------------------------------


     This prospectus contains profiles that summarize key features of each Fund.
Following  the profiles,  there is important  additional  information  about the
Funds.

<PAGE>

2

FUND PROFILE--
VANGUARD EUROPEAN STOCK INDEX FUND

The  following  profile  provides  you with a  summary  of the key  features  of
Vanguard European Stock Index Fund.

INVESTMENT OBJECTIVE

The  Fund  seeks  to  match  the  performance  of  the  Morgan  Stanley  Capital
International  (MSCI) Europe Index, which is made up of approximately 550 common
stocks of  companies  located  in 15  European  countries--mostly  in the United
Kingdom, Germany,  Switzerland,  and France, (which comprised xx%, xx%, xx%, and
xx% of the Index's  market  capitalization,  respectively,  as of  December  31,
1999), as well as in Austria,  Belgium,  Denmark,  Finland,  Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, and Sweden.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included  in the MSCI  Europe  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,   which  is  the  chance  that  an  entire   region--namely
     Europe--will be hurt by political troubles,  financial problems, or natural
     disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
and five calendar years and since inception  compare with those of a broad-based
securities  market index. Keep in mind that the Fund's past performance does not
indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

<PAGE>

3




     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund**              xx.xx%       xx.xx%            xx.xx%
      MSCI Europe Index           xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      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.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.

     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.  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 each period.

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
     $xx         $xxx       $xxx         $xxx
- -------------------------------------------------


     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>

4

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        Europe

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       079
Pa., since inception


INCEPTION DATE                          CUSIP NUMBER
June 18, 1990                           922042205

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$x.x billion                            VEURX

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

FUND PROFILE--
VANGUARD PACIFIC STOCK INDEX FUND

The following  profile  summarizes key features of Vanguard  Pacific Stock Index
Fund.

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance of the MSCI Pacific Free Index*,  which
consists of approximately 420 common stocks of companies located in Japan (which
comprised  xx% of the Index's  market  capitalization  as of December  31,1999),
Australia, Hong Kong, New Zealand, and Singapore.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely by a fund are tracked.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common stocks included in the MSCI Pacific Free Index. For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.


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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,  which is the  chance  that an  entire  region--namely  the
     Pacific region--will be hurt by political troubles,  financial problems, or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
and five years and since incep-


<PAGE>

5

tion compare with those of a broad-based  securities  market index. Keep in mind
that the Fund's past  performance  does not  indicate how it will perform in the
future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock
       Index Fund**               xx.xx%       xx.xx%            xx.xx%
      MSCI Pacific Free Index     xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures do not reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES

The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      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.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.

     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.  This example assumes that the Fund provides a return of 5%
a year, and that operating  expenses  remain

<PAGE>

6

the same. The results apply whether or not you redeem your investment at the end
of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $xx        $xxx       $xxx         $xxx
- -------------------------------------------------


     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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        Pacific

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       072
Pa., since inception

INCEPTION DATE                         CUSIP NUMBER
June 18, 1990                          922042106

NET ASSETS AS OF DECEMBER 31, 1999     TICKER SYMBOL
$x.x billion                           VPACX

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

FUND PROFILE--
VANGUARD EMERGING MARKETS STOCK INDEX FUND

The following profile summarizes key features of Vanguard Emerging Markets Stock
Index Fund.

INVESTMENT OBJECTIVE

The Fund seeks to match the  performance  of the Select  Emerging  Markets  Free
Index*,  which includes  approximately 500 common stocks of companies located in
13  emerging  markets of Europe,  Asia,  Africa,  and Latin  America--mostly  in
Brazil,  South  Africa,  and Mexico  (which  comprised  xx%, xx%, and xx% of the
Index's market capitalization,  respectively,  as of December 31, 1999), as well
as  Argentina,  the  Czech  Republic,   Greece,  Hungary,   Indonesia,   Israel,
Philippines,  Poland, Thailand, and Turkey. The developed countries of Hong Kong
and  Singapore are included in the Index to broaden  diversification  and ensure
adequate liquidity.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely are tracked.

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included in the Select  Emerging  Markets  Free
Index. For more information  about passive  management,  see "Indexing  Methods"
under MORE ON THE FUNDS.


<PAGE>

7

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles,  financial problems, or natural disasters. Country risk
     is especially high for funds that focus on stocks in emerging markets.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
calendar  year and since  inception  compare  with  those of both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.


              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 1% transaction fee
              on purchases and redemptions.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund**         xx.xx%       xx.xx%            xx.xx%
      MSCI Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      Select Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------

       *May 4, 1994.
      **Return figures do not reflect the 1% transaction fee on purchases and
        redemptions.
      -------------------------------------------------------------------------

FEES AND EXPENSES

The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.


<PAGE>

8

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                       1%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    1%**
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.xx%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.xx%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.XX%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The redemption fee applies to all redemptions (sales or exchanges);
       it is deducted from redemption proceeds, and retained by the Fund.

     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.  This example assumes that the Fund provides a return of 5%
a year,  that operating  expenses  remain the same, and that you redeem all your
shares at the end of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


     You would pay the following expenses if you did not redeem your shares (the
difference being that the Fund's 1% redemption fee would not apply to any of the
periods below, as it would to those above):

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------

     THESE  EXAMPLES  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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        EmerMkt

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       533
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
May 4, 1994                             922042304

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$x.x billion                            VEIEX

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

<PAGE>

9


FUND PROFILE--VANGUARD DEVELOPED FOREIGN
MARKETS STOCK INDEX FUND

The following  profile  summarizes  key features of Vanguard  Developed  Foreign
Markets Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index, which includes approximately 1,000 common stocks of companies
located in Europe, Australia, Asia, and the Far East.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. It seeks
to track the  performance  of the MSCI EAFE  Index by  investing  in  Vanguard's
European Stock Index Fund and Pacific Stock Index Fund in  proportions  based on
the market  capitalization  of the MSCI EAFE Index. For more  information  about
passive management, see "Indexing Methods" under MORE ON THE FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional risk, which is the chance that an entire  region--either Europe or
     the Far East--will be hurt by political troubles,  financial  problems,  or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The Fund began operations on May xx, 2000, so performance information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  estimated  amounts for the current  fiscal  year.  The Fund has no
operating history; actual operating expenses could be different.


<PAGE>

10


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee 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)
      Indirect Operating Expenses:                                          *

      *Although Developed Foreign Markets Stock Index Fund is not expected
       to incur any net expenses directly, the Fund's shareholders indirectly
       bear the expenses of the underlying Vanguard funds in which the Fund
       invests. See THE FUNDS AND VANGUARD. It is estimated that the Fund's
       indirect expense ratio for its first fiscal year, based on its
       underlying investments, will be 0.34%.

     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.  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 each period.

- ------------------------
  1 YEAR       3 YEARS
- ------------------------
   $xxx        $xxx
- ------------------------

     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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        xxx

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       xxx
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
May xx, 2000                            921909xxx
- --------------------------------------------------------------------------------


FUND PROFILE--
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

The following  profile  summarizes key features of Vanguard Total  International
Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance  of the Total  International  Composite
Index,  which is a combination of the indexes tracked by the European,  Pacific,
and Emerging Markets Stock Index Funds.

<PAGE>

11

INVESTMENT STRATEGIES

The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of mutual funds that together seek to match the performance of the
Total  International  Composite Index. As a "fund of funds," the Fund invests in
Vanguard's  European,  Pacific,  and  Emerging  Markets  Stock Index  Funds,  in
proportions   based  on  each  market  segment's   contribution  to  the  market
capitalization of the Total International  Composite Index. For more information
about passive management, see "Indexing Methods" under MORE ON THE FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION

The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the Fund's performance in each calendar year since
inception.  The table shows how the Fund's  average annual total returns for one
calendar  year and since  inception  compare  with  those of both a  broad-based
securities  market  index and the  Fund's  target  index.  Keep in mind that the
Fund's past performance does not indicate how it will perform in the future.

              ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).


<PAGE>

12


      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                           1 YEAR          SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Total International
       Stock Index Fund**                  xx.xx%               xx.xx%
      MSCI EAFE + Emerging Markets
       Free Index                          xx.xx                xx.xx
      Total International Composite
       Index+                              xx.xx                xx.xx
      -------------------------------------------------------------------------

       *April 29, 1996.
      **Return figures reflect the 0.5% transaction fee on purchases.
       +Consists of the MSCI EAFE Index and the Select Emerging Markets Free
        Index.
      -------------------------------------------------------------------------

FEES AND EXPENSES

The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based upon those incurred in the fiscal year ended December 31, 1999.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      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)
      Indirect Operating Expenses:                                         **

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **Although Total International Stock Index Fund is not expected to incur
       any net expenses directly, the Fund's shareholders indirectly bear the
       expenses of the underlying Vanguard funds in which the Fund invests.
       See THE FUNDS AND VANGUARD. The Fund's indirect expense ratio, based
       on its underlying investments, was 0.xx% as of December 31, 1999.


     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.  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 each period.

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $xxx        $xxx       $xxx         $x,xxx
- -------------------------------------------------


     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>

13

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             NEWSPAPER ABBREVIATION
Distributed annually in December        TotIntl

INVESTMENT ADVISER                      VANGUARD FUND NUMBER
The Vanguard Group, Valley Forge,       113
Pa., since inception

INCEPTION DATE                          CUSIP NUMBER
April 29, 1996                          921909602

NET ASSETS AS OF DECEMBER 31, 1999      TICKER SYMBOL
$x.x billion                            VGTSX

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

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
International   Stock   Index   Funds,    including   indexing   methods,   fund
characteristics,  additional risk  information,  costs and  market-timing,  fund
turnover, and other investment policies and risks.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Diversification.  Index  funds  generally  invest in a  diversified  mix of
     companies and industries.
- -    Relative  consistency.  Index  funds  typically  track the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  keep  trading  activity,  and  thus
     brokerage commissions, to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities  only to respond to redemption  requests or to adjust the number
     of shares it holds to  reflect a change in its  target  index,  the  fund's
     turnover  rate--and thus its realization of capital  gains--is usually very
     low.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with 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.
- --------------------------------------------------------------------------------

INDEXING METHODS
In  seeking  to track a  particular  index,  a fund may use one of two  indexing
methods to select the stocks it invests in.
     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves. For example, if 5% of
the S&P 500  Index  were  made up of the  stock of a  specific  company,  a fund
tracking that index would invest about 5% of its assets in that company.

<PAGE>

14


     Other index funds may use a different  selection process.  Because it would
be very  expensive to buy all of the stocks held in certain  indexes (the Select
Emerging Markets Free Index, for example,  includes  approximately  500 stocks),
funds  tracking  these  larger  indexes  use a  "sampling"  technique.  Using  a
sophisticated  computer program, these funds invest in stocks that will recreate
their  target  indexes  in  terms  of  industry,   size,   country,   and  other
characteristics.  For instance, if 10% of the Select Emerging Markets Free Index
were made up of the stocks of a certain  country,  the  Emerging  Markets  Stock
Index Fund would invest about 10% of its assets in stocks of the Index from that
country.  The  European,  Pacific,  and Emerging  Markets Stock Index Funds each
employ this method of  indexing.  As a "fund of funds," the Total  International
Stock Index Fund allocates its assets among the European,  Pacific, and Emerging
Markets Stock Index Funds. The Developed Foreign Markets Stock Index Fund, which
is also a "fund of funds,"  allocates  its assets among the European and Pacific
Stock Index Funds.


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 "FUND OF FUNDS"

The term "fund of funds" is used to  describe  a mutual  fund that  pursues  its
objective by investing in other mutual funds rather than in individual stocks or
bonds.  A fund of funds may charge for its own direct  expenses,  in addition to
bearing a proportionate share of the expenses charged by the underlying funds in
which it invests. Funds of funds are best suited for long-term investors.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION

To track their target  indexes as closely as possible,  the European and Pacific
Stock Index Funds attempt to remain fully invested in foreign stocks included in
their particular indexes. The Emerging Markets Stock Index Fund normally invests
95% of its assets in foreign  stocks,  holding the remaining 5% in cash reserves
to meet daily redemption requests. The Total International and Developed Foreign
Markets Stock Index Funds  normally hold 100% of their assets in shares of their
underlying funds.


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING

Because foreign stock and bond markets operate differently from the U.S. market,
Americans  investing  abroad will encounter risks not typically  associated with
U.S.  companies.  For  instance,  foreign  companies are not subject to the same
accounting,  auditing,  and financial  reporting standards and practices as U.S.
companies;  and  their  stocks  may not be as liquid  as those of  similar  U.S.
companies.  In  addition,  foreign  stock  exchanges,   brokers,  and  companies
generally  have  less   government   supervision   and  regulation   than  their
counterparts in the United States. These factors, among others, could negatively
impact the returns Americans receive from foreign investments.
- --------------------------------------------------------------------------------

<PAGE>

15

[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.
       IN ADDITION, INVESTMENTS IN FOREIGN  STOCK MARKETS  CAN BE  RISKIER  THAN
     U.S. STOCK INVESTMENTS. THE PRICES  OF INTERNATIONAL  STOCKS AND THE PRICES
     OF U.S. STOCKS HAVE OFTEN MOVED IN OPPOSITE DIRECTIONS. THESE PERIODS HAVE,
     IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various periods as measured by the MSCI EAFE Index, a widely used barometer
of international 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.

- ----------------------------------------------------------
     INTERNATIONAL STOCK MARKET RETURNS (1969-1999)
- ----------------------------------------------------------
                   1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ----------------------------------------------------------
Best                69.9%     36.5%     22.8%      16.3%
Worst              -23.2       1.5       5.9       12.0
Average             15.2      13.6      14.5       14.7
- ----------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1969
through 1999. Keep in mind that this was a particularly favorable period for all
stock markets.  These average returns reflect past  performance on international
stocks;  you should not regard  them as an  indication  of future  returns  from
either foreign markets as a whole or any of the Funds in particular.
     Note that the preceding chart does not take into account  returns  measured
by the MSCI  Emerging  Markets  Free  Index,  a widely  used  barometer  of less
developed stock markets.  Emerging  markets can be  substantially  more volatile
than more developed  foreign markets.  In addition,  because the MSCI EAFE Index
tracks the European and Pacific markets  collectively,  the above returns do not
reflect  the  variability  of  returns  from  year to  year  for  these  markets
individually,  or the variability  across these and other geographic  regions or
market  sectors.  To illustrate  this  variability,  the  following  table shows
returns for  different  international  markets--as  well as the U.S.  market for
comparison--from  1990-1999,  as measured by their respective indexes. 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.


<PAGE>

16


- --------------------------------------------------------------------------------
            STOCK MARKET RETURNS FOR DIFFERENT INTERNATIONAL MARKETS*
- --------------------------------------------------------------------------------
             EUROPEAN         PACIFIC         EMERGING           U.S.
              MARKET           MARKET          MARKETS         MARKETS
- --------------------------------------------------------------------------------
1990          -2.00%           34.43%          -10.55%          -3.10%
1991          14.12            11.51            59.91           30.47
1992          -3.92           -18.51            11.40            7.62
1993          29.25            36.15            74.84           10.08
1994           2.82            12.82            -7.31            1.32
1995          22.08             2.89             0.01**         37.58
1996          21.42            -8.23            15.19           22.96
1997          23.75           -25.74           -16.37           33.36
1998          28.68             2.64           -18.39           28.58
1999          15.77            56.38            60.86           21.04
- --------------------------------------------------------------------------------
*    European  market  returns are  measured by the MSCI Europe  Index;  Pacific
     market  returns are  measured  by the MSCI  Pacific  Free  Index;  emerging
     markets returns are  measured  by the Select  Emerging  Markets Free Index;
     and U.S.  market  returns are measured by the Standard & Poor's 500 Index.
**   The inception date of the Select  Emerging  Markets Free  Index  was May 4,
     1994;  returns  shown for  1990-1994  are  measured  by  the MSCI  Emerging
     Markets Free Index.
- --------------------------------------------------------------------------------


     Keep in mind, however,  that these average returns reflect past performance
of the various indexes;  you should not consider them as an indication of future
returns from the indexes, or from any of the Funds in particular.

[FLAG] EACH FUND IS SUBJECT  TO  COUNTRY  RISK,  WHICH IS THE  POSSIBILITY  THAT
     POLITICAL EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL  PROBLEMS (RISING
     INFLATION,  GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A
     FLOOD)  WILL  WEAKEN A  COUNTRY'S  ECONOMY  AND CAUSE  INVESTMENTS  IN THAT
     COUNTRY TO LOSE MONEY.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  REGIONAL VERSUS BROAD INTERNATIONAL INVESTING

Regional funds are international funds that invest in a particular  geographical
region,  such as Europe or the Pacific  Basin.  Because they  concentrate  their
holdings in a single  region,  these  funds  typically  have higher  share price
volatility  than  broadly  diversified  international  stock  funds  (which,  by
investing in many different foreign markets,  may offset losses from one country
with gains from another at any given time).
- --------------------------------------------------------------------------------


     EUROPEAN  STOCK  INDEX  FUND.  Stocks  from the  United  Kingdom,  Germany,
Switzerland  and France  comprised  xx%,  xx%,  xx%,  and xx% of the MSCI Europe
Index,  respectively,  as of December  31,  1999;  stocks from the  remaining 11
countries  in  the  Index  have  much  less  significant  market  capitalization
weightings  in the  Index and thus much  less  impact on its total  return.  The
Fund's heavy exposure to just four countries involves a higher degree of country
risk than that of more geographically diversified international funds.
     PACIFIC STOCK INDEX FUND. Japanese stocks comprised xx% of the MCSI Pacific
Free Index as of December 31, 1999. Therefore,  Japanese stocks will represent a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment


<PAGE>

17

in the Japanese  stock  market may involve a higher  degree of country risk than
that of more geographically diversified international funds.

     EMERGING MARKETS STOCK INDEX FUND. As discussed above, emerging markets can
be substantially more volatile than both U.S and more developed foreign markets.
Therefore,  the  Emerging  Markets  Stock Index Fund may expose  investors  to a
higher degree of volatility  than funds that invest in more  developed  markets.

     DEVELOPED  FOREIGN  MARKETS  STOCK  INDEX  FUND.  As a fund of  funds,  the
Developed  Foreign  Markets Stock Index Fund intends to invest all of its assets
in shares of the European and Pacific Stock Index Funds; indirectly, its country
risk will  proportionately  mirror that of the European and Pacific  Stock Index
Funds.
     TOTAL  INTERNATIONAL  STOCK  INDEX  FUND.  As a fund of  funds,  the  Total
International  Stock Index Fund intends to invest all of its assets in shares of
the European,  Pacific, and Emerging Markets Stock Index Funds; indirectly,  its
country risk will  proportionately  mirror that of the underlying  funds.  As of
December  31,  1999,  the Fund's  assets were  invested  as follows:  xx% in the
European  Stock Index Fund;  xx% in the Pacific Stock Index Fund; and xx% in the
Emerging Markets Stock Index Fund.


[FLAG] EACH FUND IS SUBJECT TO CURRENCY RISK,  WHICH IS THE  POSSIBILITY  THAT A
     STRONGER U.S. DOLLAR WILL REDUCE RETURNS FOR AMERICANS  INVESTING OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH  FEWER U.S.  DOLLARS.  ON THE OTHER  HAND,  A WEAKER  U.S.  DOLLAR
     GENERALLY   LEADS  TO  HIGHER   RETURNS  FOR  AMERICANS   HOLDING   FOREIGN
     INVESTMENTS.

SECURITY SELECTION

In seeking to track its target index,  the European  Stock Index,  Pacific Stock
Index,  and  Emerging  Markets  Stock Index Funds each invest in a portfolio  of
foreign stocks selected through  statistical  methods.  The Total  International
Stock Index Fund simply invests in shares of the European, Pacific, and Emerging
Markets Stock Index Funds.  Likewise,  the Developed Foreign Markets Stock Index
Fund will simply invest in shares of the European and Pacific Stock Index Funds.
     EUROPEAN  STOCK INDEX FUND.  The Fund invests in a  statistically  selected
sample of  approximately  550 common  stocks  included in the MSCI Europe Index,
which is made up of the stocks of  companies  located in 15 European  countries.
Four countries--the United Kingdom, Germany,  Switzerland,  and France--dominate
the Index, with xx%, xx%, xx%, and xx%,  respectively,  as of December 31, 1999.
The other 11  countries,  which  include  Austria,  Belgium,  Denmark,  Finland,
Ireland, Italy, the Netherlands,  Norway, Portugal,  Spain, and Sweden, are much
less significant to the Index and, consequently, the Fund.
     PACIFIC  STOCK INDEX FUND.  The Fund  invests in a  statistically  selected
sample of the  approximately 420 common stocks included in the MSCI Pacific Free
Index, which is comprised of the stocks of Pacific Basin companies. The Index is
dominated by the Japanese  stock  market,  which  represented  xx% of the market
capitalization  of the Index as of December 31, 1999.  The other four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.
     EMERGING  MARKETS  STOCK INDEX FUND.  The Fund  invests in a  statistically
selected  sample of the  approximately  500 common stocks included in the Select
Emerging Markets Free Index, which is made up of the stocks of companies located
in 13  emerging  markets of  Europe,  Asia,  Africa,  and Latin  America.  Three
countries--Brazil,  Mexico, and South


<PAGE>

18

Africa--represent  a majority of the Index, with xx%, xx%, and xx% of the market
capitalization of the Index, respectively, as of December 31, 1999. The other 10
countries include Argentina,  the Czech Republic,  Greece,  Hungary,  Indonesia,
Israel,  Philippines,  Poland,  Thailand, and Turkey. The developed countries of
Hong Kong and Singapore are included in the Index to broaden diversification and
ensure adequate liquidity.

     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds are generally managed without regard to tax ramifications.

TRANSACTION FEES
Some of Vanguard's index funds charge a transaction fee on purchases of fund
shares to offset the higher costs of trading certain securities, particularly
small-company and international stocks. The transaction fee ensures that these
higher costs are borne by the investors making the transactions--and not by
shareholders already in the fund. All transaction fees are paid directly to the
fund itself (unlike a sales charge or load, which--for many fund companies--ends
up in the pocket of the sponsor, adviser, or sales representative). Without
transaction fees, some index funds would have trouble tracking their target
indexes.

COSTS AND MARKET-TIMING

Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  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.
Therefore,  the  Vanguard  International  Stock  Index  Funds have  adopted  the
following policies, among others, designed to discourage short-term trading:
- -    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.

- -    Each Fund (except the Developed Foreign Markets Stock Index Fund) charges a
     transaction fee on purchases. In addition, the Emerging Markets Stock Index
     Fund charges a transaction fee on redemptions.

- -    Telephone and online exchanges are not accepted for non-IRA accounts.
- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Exchanges" in the INVESTING WITH VANGUARD section).
- -    Each Fund reserves the right to stop offering shares at any time.

     THE  VANGUARD  FUNDS DO NOT  PERMIT  MARKET-TIMING.  DO NOT INVEST IN THESE
FUNDS IF YOU ARE A MARKET-TIMER.

TURNOVER RATE

Although each Fund seeks to invest for the long term, the Funds retain the right
to sell  securities  regardless  of how  long the  securities  have  been  held.
Generally,  a  passively-managed  fund  sells  securities  only  to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index. Because of this, the turnover rate for each Fund has
been extremely low. The Financial  Highlights  tables  beginning on page 23 show
historic turnover rates for each Fund.


<PAGE>

19

- --------------------------------------------------------------------------------
                                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 income
subject to taxes.  According to  Morningstar,  Inc. as of December 31, 1999, the
average  turnover  rate for  passively  managed  foreign  stock  index funds was
roughly xx%; for all foreign stock funds, the average turnover was approximately
xx%. (A  turnover  rate of 100% would  occur,  for  example,  if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.)

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

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing  in common  stocks of foreign  companies,  each Fund may make
certain  other  kinds of  investments  to achieve its  objective.  Each Fund may
change its objective without shareholder approval.
     The Funds may also  invest,  to a limited  extent,  in futures  and options
contracts,  warrants,  convertible  securities,  and swap agreements,  which are
types  of  derivatives.  Losses  (or  gains)  involving  futures  contracts  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.  Similar risks exist for warrants  (securities that permit their owners to
purchase  a  specific  number  of  shares  of stock at a  predetermined  price),
convertible securities (securities that may be exchanged for another asset), and
swap  agreements  (contracts  between  two  parties in which each agrees to make
payments to the other based on the return of a specified index or asset).

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives  that have been trading on regulated  exchanges for more
than two decades.  These  "traditional"  derivatives are standardized  contracts
that can easily be bought and sold,  and whose market values are  determined and
published  daily. It is these  characteristics  that  differentiate  futures and
options from the relatively new types of derivatives. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
- --------------------------------------------------------------------------------

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under  futures  contracts  will not  exceed 20% of its total
assets.
     The reasons for which a Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.

<PAGE>

20

- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Each Fund may also enter into forward foreign  currency  contracts in order
to maintain  the same  currency  exposure  as its  respective  Index.  A forward
foreign currency contract is an agreement to buy or sell a country's currency at
a specific price on a specific  date,  usually 30, 60, or 90 days in the future.
In other  words,  the  contract  guarantees  an  exchange  rate on a given date.
Managers of  international  stock funds  typically use these  contracts to guard
against sudden,  unfavorable  changes in U.S.  dollar/foreign  currency exchange
rates. However, the Funds will use these contracts for different reasons:
- -    To gain currency exposure when investing in futures.
- -    To settle trades in a foreign currency.

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

THE FUNDS AND VANGUARD

Vanguard  International  Stock Index Funds are offered by The Vanguard  Group, a
family of more than 35  investment  companies  with more than 100 funds  holding
assets  worth more than $xxx  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.

     Total  International  and Developed  Foreign Markets Stock Index Funds will
indirectly bear a proportionate share of the expenses of the underlying funds in
which they invest. However, their direct expenses are expected to be very low or
zero. For example,  Total  International Stock Index Fund has incurred no direct
expenses since its inception in 1996. Total  International and Developed Foreign
Markets Stock Index Funds may operate without  incurring direct expenses because
Vanguard  will  reimburse  them  for  (i)  their  contributions  to the  cost of
operating  the  underlying  funds in which  they  invest,  and (ii)  savings  in
administrative  and marketing  costs that Vanguard  expects to derive from their
operations.


INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,  serves as the Funds'  adviser  through its Core  Management  Group.  (The
Developed  Foreign  Markets and Total  International  Stock Index Funds  receive
advisory services  indirectly,  by investing in the other three Funds.) Vanguard
manages the Funds on an at-cost  basis,  subject to the control of the  Trustees
and officers of the Funds.  For the fiscal year ended


<PAGE>

21


December 31, 1999,  the advisory fees  represented  an effective  annual rate of
less than 0.01% each for the European, Pacific, and Emerging Markets Stock Index
Funds.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most favorable execution from these brokers or dealers with respect to
all  transactions.  The Funds may direct Vanguard to use a particular broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.


- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                               THE FUNDS' ADVISER

The Vanguard Group provides investment advisory services to many Vanguard funds;
as of December  31,  1999,  the Group  managed  more than $xxx  billion in total
assets.  The individual  responsible for overseeing the European,  Pacific,  and
Emerging Markets Stock Index Funds' investments is:

GEORGE U. SAUTER,  Managing  Director of Vanguard,  and head of Vanguard's  Core
Management  Group;  has worked in  investment  management  since  1985;  primary
responsibility  for Vanguard's  stock indexing policy and strategy since joining
the firm in 1987; A.B., Dartmouth College; M.B.A., University of Chicago.

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

DIVIDENDS, CAPITAL GAINS, AND TAXES

Each 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.  In addition,
the Fund may occasionally be required to make  supplemental  dividend or capital
gains distributions at some other time during the year.
     Your  dividend  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 share 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 its holdings and
the  interest it receives  from its 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>

22

SHARE PRICE

Each 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 for the Developed  Foreign Markets and Total
International  Stock Index Funds is computed by adding up the total value of the
Fund's  investments  (i.e.,  shares of the  underlying  funds) and other assets,
subtracting any of its liabilities  (debts),  and then dividing by the number of
Fund shares outstanding:


                     TOTAL ASSETS - LIABILITIES
NET ASSET VALUE = --------------------------------
                    NUMBER OF SHARES OUTSTANDING

     Net asset value per share for the European,  Pacific,  and Emerging Markets
Stock  Index Funds is  computed  in a similar  way,  by dividing  the net assets
attributed  to each  class by the  number of Fund  shares  outstanding  for that
class.

     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.  Because
foreign  securities  markets may operate on days which are not business  days in
the  United  States,  the  value of a Fund's  holdings  may  change on days when
shareholders will not be able to purchase or redeem the Fund's shares.
     A NOTE ON  PRICING:  A 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 Funds' Board of Trustees.  A
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the underlying securities.

     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers  use different  abbreviations  for each Fund, but the most common are
EUROPE, PACIFIC, EMERMKT, XXXX, and TOTINTL for the European,  Pacific, Emerging
Markets,  Developed Foreign Markets,  and Total International Stock Index Funds,
respectively.


FINANCIAL HIGHLIGHTS

The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance  for the past five years or since  inception
(except for the Developed  Foreign Markets Stock Index Fund, which did not start
operations  until May xx,  2000),  and certain  information  reflects  financial
results for a single Fund share.  The total returns in each table  represent the
rate that an investor  would have earned or lost each year on an  investment  in
the  Fund   (assuming   reinvestment   of  all   dividends   and  capital  gains
distributions).  This information has been derived from the financial statements
audited  by   PricewaterhouseCoopers   LLP,   independent   accountants,   whose
report--along with each Fund's financial  statements--is  included in the Funds'
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.


<PAGE>

23

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE

This  explanation  uses the  European  Stock Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $25.28 per share. During the
year,  the Fund earned  $0.xx per share from  investment  income  (interest  and
dividends) and $x.xx per share from investments that had appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received $0.xx 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  ($x.xx  per  share)  minus the  distributions  ($0.xx  per share)
resulted in a share price of $xx.xx at the end of the year. This was an increase
of $x.xx per share (from  $25.28 at the  beginning  of the year to $xx.xx 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 xx.xx% for the year.

As of December 31, 1999, the Fund had $x.x billion in net assets.  For the year,
its  expense  ratio was 0.xx%  ($x.x0  per  $1,000 of net  assets);  and its net
investment  income  amounted to x.xx% of its  average  net  assets.  It sold and
replaced securities valued at x% of its net assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                            YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- ------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28       $20.13       $16.57       $14.02       $11.76
- ------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .41          .38          .34          .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           5.40         3.63         2.63         2.30
                        ------------------------------------------------------------------
   Total from Investment
    Operations                          5.81         4.01         2.97         2.62
                        ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.52)        (.37)        (.36)        (.32)
 Distributions from
  Realized Capital Gains                (.14)        (.08)        (.06)        (.04)
  Gains
                        ------------------------------------------------------------------
   Total Distributions                  (.66)        (.45)        (.42)        (.36)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $            $25.28       $20.13       $16.57       $14.02
==========================================================================================
TOTAL RETURN*                 %       28.86%       24.23%       21.26%       22.28%
==========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)      $            $4,479       $2,432       $1,595       $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.29%        0.31%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.97%        2.19%        2.45%        2.66%
 Turnover Rate               x%           7%           3%           4%           2%
==========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 1% from 1994 through 11/2/1997).




<PAGE>

24


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        -------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- -------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $ 7.72       $10.51       $11.50       $11.31
- -------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .           .085          .09          .10          .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           .100        (2.79)       (1.00)         .21
  Investments
                        -------------------------------------------------------------------
   Total from Investment
    Operations                          .185        (2.70)        (.90)         .31
                        -------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.065)        (.09)        (.09)        (.12)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        -------------------------------------------------------------------
   Total Distributions                 (.065)        (.09)        (.09)        (.12)
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.84       $ 7.72       $10.51       $11.50
===========================================================================================
TOTAL RETURN*                 %        2.41%      -25.67%       -7.82%        2.75%
===========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $       $1,033         $827         $978         $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.40%        0.35%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.17%        1.03%        0.89%        0.97%
 Turnover Rate               x%           4%           8%           9%           1%
===========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 1/1/1997, 1% from 1994 through 1996).

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- --------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $ 9.98       $12.28       $10.75       $10.87
- --------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .27          .24          .18          .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .          (2.08)       (2.31)        1.52         (.09)
                        --------------------------------------------------------------------
   Total from Investment
    Operations                         (1.81)       (2.07)        1.70          .06
                        --------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.26)        (.23)        (.17)        (.18)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        --------------------------------------------------------------------
   Total Distributions                  (.26)        (.23)        (.17)        (.18)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.91        $9.98       $12.28       $10.75
============================================================================================
TOTAL RETURN*                 %      -18.12%      -16.82%       15.83%        0.56%
============================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $         $577         $660         $637         $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.61%        0.57%        0.60%        0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        2.99%        1.96%        1.69%        2.00%
 Turnover Rate               x%          22%          19%           1%           3%
============================================================================================
</TABLE>

 *Total return figures do not reflect the transaction fee on purchases (1.0%
  beginning 11/3/1997, 1.5% from 1/1/1997 to 11/2/1997, 2.0% from 1994 through
  1996), the 1% transaction fee on redemptions.

<PAGE>

25


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
                                          VANGUARD TOTAL INTERNATIONAL
                                                STOCK INDEX FUND
                                             YEAR ENDED DECEMBER 31,
                        ---------------------------------------------------------
                                        1999         1998         1997     1996*
- ---------------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>       <C>
NET ASSET VALUE,
 BEGINNING OF YEAR                    $11.19       $ 9.87       $10.14    $10.26
- ---------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                   .xx          .21          .18      .150
 Capital Gain Distributions
  Received                               .xx          .02          .02      .015
 Net Realized and
  Unrealized Gain
  (Loss) on Investments                  .xx         1.31         (.28)    (.110)
                        ---------------------------------------------------------
   Total from Investment
    Operations                           .xx         1.54         (.08)     .055
                        ---------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.xx)        (.21)        (.17)    (.160)
 Distributions from
  Realized Capital Gains                  --         (.01)        (.02)    (.015)
                        ---------------------------------------------------------
   Total Distributions                  (.xx)        (.22)        (.19)    (.175)
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR          $ x.xx       $11.19       $ 9.87    $10.14
=================================================================================
TOTAL RETURN**                        xx.xx%       15.60%       -0.77%     0.55%
=================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)                     $xxx       $1,375         $903      $280
 Ratio of Total
  Expenses to Average
  Net Assets                              0%           0%           0%        0%
 Ratio of Net
  Investment Income to
  Average Net Assets                   x.xx%        2.18%        2.19%    1.51%+
 Turnover Rate                           XX%           2%           0%        0%
=================================================================================
</TABLE>

 *April 29 (inception) through December 31, 1996.
**Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 0.75% from 1/1/1997 to 11/2/1997, 1.0% in 1996).
 +Annualized.

The Funds are not  sponsored,  sold,  promoted,  or endorsed  by Morgan  Stanley
Capital International.  Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard
& Poor's 500," and "500," are trademarks of The McGraw-Hill Companies, Inc., and
have been licensed for use by The Vanguard Group.

<PAGE>

26

INVESTING WITH VANGUARD

One or more of the Funds 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
any of the Funds as an investment option.
- -    If you have any questions  about a Fund or Vanguard,  including those about
     the Fund's investment objective,  strategies,  or risks, contact Vanguard's
     Participant Services Center, toll-free, at 1-800-523-1188.
- -    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 a 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 regular  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 a 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:
- -    Certain investment options,  particularly funds made up of company stock or
     investment contracts, may be subject to unique restrictions.
- -    Make sure to read that fund's  prospectus.  Contact  Participant  Services,
     toll-free, at 1-800-523-1188 for a copy.
- -    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>

27

- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION  FEES:  The Emerging  Markets Stock Index Fund imposes a 1%
redemption fee on all share redemptions. Currently, redemption fees do not apply
to Fund  shares  held  through  Vanguard's  separate  recordkeeping  system  for
employee benefit plan accounts,  due to certain economies  associated with these
accounts.  However, the Fund reserves the right to impose redemption fees on its
shares  at any time if  warranted  by the  Fund's  future  costs  of  processing
redemptions from these accounts.
- --------------------------------------------------------------------------------


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;  an
online  "university"  that  offers  a  variety  of  mutual  fund  classes;   and
easy-to-use,  interactive  tools to help you  create  your  own  investment  and
retirement strategies.
- --------------------------------------------------------------------------------

<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.

CAPITAL GAINS DISTRIBUTION
Payment to mutual fund  shareholders  of gains  realized on securities  that the
fund has sold at a profit, minus any realized losses.

CASH RESERVES
Cash deposits,  short-term  bank deposits,  and money market  instruments  which
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.

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.

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.

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.

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,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

YIELD
Income  (interest  or  dividends)  earned  by  an  investment,  expressed  as  a
percentage of the investment's price.

<PAGE>


                                                    [LOGO]
                                                    [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 International Stock Index
Funds, the following documents are
available free upon request:

ANNUAL/SEMIANNUAL REPORT TO
SHAREHOLDERS
Additional information about the
Funds' investments is available in
the Funds' annual and semiannual
reports to shareholders. In these
reports, you will find a discussion of
the market conditions and
investment strategies that
significantly affected the Funds'
performance during the most recent
fiscal year.

STATEMENT OF ADDITIONAL
INFORMATION (SAI)

The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Developed Foreign Markets and
Total International Stock Index
Funds, which are legally a part of
Vanguard STAR Funds).

The current annual and semiannual
reports and each SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Funds or other
Vanguard funds, please contact us
as follows:

THE VANGUARD GROUP
PARTICIPANT SERVICES 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 Funds
(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 1-800-SEC-0330. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.

Funds' Investment Company Act
file number: 811-5972 (811-3919)
for Developed Foreign Markets
and Total International Stock
Index Funds)

(C) 2000 The Vanguard Group, Inc.

All rights reserved.
Vanguard Marketing Corporation,
Distributor.


I072N-04/28/2000


<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS
DATED FEBRUARY 15, 2000

                                                          VANGUARD(R)
                                                          INTERNATIONAL STOCK
                                                          INDEX FUNDS
                                                          INSTITUTIONAL SHARES

                                                          VANGUARD INSTITUTIONAL
                                                          DEVELOPED FOREIGN
                                                          MARKETS STOCK INDEX

                                                          Prospectus
                                                          April 28, 2000

This prospectus contains
financial data for the
Funds through the
fiscal year ended
December 31, 1999.

VANGUARD INTERNATIONAL
STOCK INDEX FUNDS
INSTITUTIONAL SHARES OF:

  VANGUARD EUROPEAN
  STOCK INDEX FUND

  VANGUARD PACIFIC
  STOCK INDEX FUND

  VANGUARD EMERGING
  MARKETS STOCK INDEX
  FUND

VANGUARD INSTITUTIONAL
DEVELOPED FOREIGN
MARKETS STOCK INDEX
FUND




INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S.
SECURITIES  AND  EXCHANGE  COMMISSION  BUT  HAS NOT YET  BECOME  EFFECTIVE.  THE
INSTITUTIONAL  SHARES OF VANGUARD EUROPEAN,  PACIFIC, AND EMERGING MARKETS STOCK
INDEX FUNDS AND VANGUARD  INSTITUTIONAL  DEVELOPED  FOREIGN  MARKETS STOCK INDEX
FUND MAY NOT BE SOLD,  NOR MAY OFFERS TO BUY BE ACCEPTED,  PRIOR TO THE TIME THE
REGISTRATION   STATEMENT  BECOMES  EFFECTIVE.   THIS  COMMUNICATION   SHALL  NOT
CONSTITUTE  AN OFFER TO SELL OR A  SOLICITATION  OF AN OFFER TO BUY,  NOR  SHALL
THERE  BE ANY  SALE  OF  THESE  SECURITIES  IN A  STATE  IN  WHICH  SUCH  OFFER,
SOLICITATION,  OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR  QUALIFICATION
UNDER THE SECURITIES LAW OF THE STATES.

<PAGE>

VANGUARD INTERNATIONAL STOCK INDEX FUNDS INSTITUTIONAL SHARES
VANGUARD INSTITUTIONAL DEVELOPED FOREIGN MARKETS STOCK INDEX FUND
Prospectus
April 28, 2000

A Group of International Stock Index Mutual Funds

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------

  1 AN INTRODUCTION TO INDEX FUNDS

  2 FUND PROFILES

     2 Vanguard European Stock Index Fund Institutional Shares

     4 Vanguard Pacific Stock Index Fund Institutional Shares

     7 Vanguard Emerging Markets Stock Index Fund Institutional Shares

     9 Vanguard Institutional Developed Foreign Markets Stock Index Fund

 11 MORE ON THE FUNDS

 18 THE FUNDS AND VANGUARD

 18 INVESTMENT ADVISER

 19 DIVIDENDS, CAPITAL GAINS, AND TAXES

 21 SHARE PRICE

 21 FINANCIAL HIGHLIGHTS

 25 INVESTING WITH VANGUARD

    25 Services and Account Features

    26 Types of Accounts

    26 Buying Shares

    28 Redeeming Shares

    31 Transferring Registration

    31 Fund and Account Updates

    32 Mandatory Conversion to Investor Shares

 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT

This  prospectus  explains the objective,  risks,  and strategies of each of the
Vanguard  International  Stock Index  Funds  Institutional  Shares and  Vanguard
Institutional Developed Foreign Markets Stock Index 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 to decide which
Fund, if any, is the right  investment  for you. We suggest that you keep it for
future reference.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT NOTE

Each of the Vanguard International Stock Index Funds offers two separate classes
of shares:  Investor and Institutional  (except Total  International Stock Index
Funds,  which offers only Investor  Shares).  This prospectus  offers the Funds'
Institutional  Shares,  which have an  investment  minimum of $10  million.  The
Funds' Investor Shares,  which have an investment  minimum of $3,000 ($1,000 for
IRAs),  are offered  through a separate  prospectus.  If you are  interested  in
purchasing   Investor  Shares,   please  call  Vanguard  at  1-800-662-7447  (or
1-800-523-1036  if  you  will  be  purchasing   through  an   employer-sponsored
retirement plan).

Note that the Funds'  separate  share  classes  have  different  expenses;  as a
result, their investment performances will vary.
- --------------------------------------------------------------------------------


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.

<PAGE>

1

AN INTRODUCTION TO INDEX FUNDS

WHAT IS INDEXING?
An index is an unmanaged group of securities  whose overall  performance is used
as a  standard  to  measure  investment  performance.  An index  (or  "passively
managed")  fund tries to track,  as closely as possible,  the  performance of an
established target index. The fund does this by holding all, or a representative
sample,  of the securities  that comprise the index.  Keep in mind that an index
fund has operating  expenses and  transaction  costs,  while a market index does
not. Therefore, an index fund, while expected to track its target index closely,
typically will be unable to match the performance of the index exactly.
     Stock index  funds may seek to track  indexes  that hold a certain  type of
stock--such as growth or value,  small-cap or large-cap,  or those from just one
industry--or  they may seek to track  indexes that consist of a broader range of
stocks--for example, the entire foreign stock market.
     Index funds are not  actively  managed by  investment  advisers who buy and
sell  securities  based on research and  analysis in an attempt to  outperform a
particular  benchmark  or the  market as a whole.  Rather,  index  funds  simply
attempt to mirror what the target index does, for better or worse.

WHAT INDEX FUNDS DOES VANGUARD OFFER?
Vanguard  offers a variety of stock (both U.S.  and  international),  bond,  and
balanced index funds.  This prospectus  provides  information  about  Vanguard's
International Stock Index Funds Institutional Shares and Vanguard  Institutional
Developed  Foreign Markets Stock Index Fund. There are four such funds,  each of
which seeks to track a different segment of the international stock market:

FUND                                                 SEEKS TO TRACK
- -----------------------------------------------------------------------------
Vanguard European Stock Index Fund         European stock markets
Vanguard Pacific Stock Index Fund          Australian and Far East stock
                                            markets
Vanguard Emerging Markets Stock            13 emerging stock markets in
 Index Fund                                 Europe, Asia, Africa, and
                                            Latin America
Vanguard Institutional Developed Foreign   European, Australian, and Far
 Markets Stock Index Fund                   East stock markets
- -----------------------------------------------------------------------------

     This prospectus contains profiles that summarize key features of each Fund.
Following  the profiles,  there is important  additional  information  about the
Funds.

<PAGE>

2

FUND PROFILE--VANGUARD EUROPEAN STOCK
INDEX FUND INSTITUTIONAL SHARES

The  following  profile  provides  you with a  summary  of the key  features  of
Vanguard European Stock Index Fund Institutional Shares.

INVESTMENT OBJECTIVE
The  Fund  seeks  to  match  the  performance  of  the  Morgan  Stanley  Capital
International  (MSCI) Europe Index, which is made up of approximately 550 common
stocks of  companies  located  in 15  European  countries--mostly  in the United
Kingdom, Germany,  Switzerland,  and France, (which comprised xx%, xx%, xx%, and
xx% of the Index's  market  capitalization,  respectively,  as of  December  31,
1999), as well as in Austria,  Belgium,  Denmark,  Finland,  Ireland, Italy, the
Netherlands, Norway, Portugal, Spain, and Sweden.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included  in the MSCI  Europe  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional  risk,   which  is  the  chance  that  an  entire   region--namely
     Europe--will be hurt by political troubles,  financial problems, or natural
     disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the performance of the Investor Shares of the Fund
in each calendar year since  inception.  The table shows how the average  annual
total returns of the Fund's  Investor Shares for one and five calendar years and
since  inception  compare with those of a broad-based  securities  market index.
Keep in mind that the Fund's  past  performance  does not  indicate  how it will
perform in the future.
     Note:  This  prospectus  offers the Fund's  Institutional  Shares,  not the
Investor  Shares.  Performance for the Investor Shares is shown here because the
Fund's  Institutional  Shares  are new and don't  have a full  calendar  year of
performance.  However,  the two share classes are invested in the same portfolio
of  securities  and will  have the same  returns  except  that  their  operating
expenses differ.

<PAGE>

3

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard European Stock
        Index Fund Investor
        Shares**                  xx.xx%       xx.xx%            xx.xx%
      MSCI Europe Index           xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares  until  May xx, 2000, the expenses shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      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:                                              0.14%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.06%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.20%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.

     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  Institutional  Shares. This example assumes that the Fund
provides a return of 5% a year, and that operating

<PAGE>

4
expenses  remain the same.  The  results  apply  whether or not you redeem  your
investment at the end of each period.

- -------------------------------------------------
   1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
     $xx         $xxx       $xxx         $xxx
- -------------------------------------------------

     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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxxxxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     922042xxx
- --------------------------------------------------------------------------------

FUND PROFILE--VANGUARD PACIFIC STOCK
INDEX FUND INSTITUTIONAL SHARES

The following  profile  summarizes key features of Vanguard  Pacific Stock Index
Fund Institutional Shares.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance of the MSCI Pacific Free Index*,  which
consists of approximately 420 common stocks of companies located in Japan (which
comprised  xx% of the Index's  market  capitalization  as of December  31,1999),
Australia, Hong Kong, New Zealand, and Singapore.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely by a fund are tracked.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common stocks included in the MSCI Pacific Free Index. For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.

<PAGE>

5

- -    Regional  risk,  which is the  chance  that an  entire  region--namely  the
     Pacific region--will be hurt by political troubles,  financial problems, or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the performance of the Investor Shares of the Fund
in each calendar year since  inception.  The table shows how the average  annual
total returns of the Fund's  Investor Shares for one and five calendar years and
since  inception  compare with those of a broad-based  securities  market index.
Keep in mind that the Fund's  past  performance  does not  indicate  how it will
perform in the future.
     Note:  This  prospectus  offers the Fund's  Institutional  Shares,  not the
Investor  Shares.  Performance for the Investor Shares is shown here because the
Fund's  Institutional  Shares  are new and don't  have a full  calendar  year of
performance.  However,  the two share classes are invested in the same portfolio
of  securities  and will  have the same  returns  except  that  their  operating
expenses differ.

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 0.5% transaction
              fee on purchases.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                    1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Pacific Stock Index
       Fund Investor Shares**       xx.xx%       xx.xx%            xx.xx%
      MSCI Pacific Free Index       xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *June 18, 1990.
      **Return figures reflect the 0.5% transaction fee on purchases.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until  May xx, 2000, the expenses  shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.

<PAGE>

6

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                     0.5%*
      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:                                              0.24%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.29%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.

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  Institutional  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 each
period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $xx        $xxx       $xxx         $xxx
- -------------------------------------------------

     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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxxxxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     922042xxx
- --------------------------------------------------------------------------------

<PAGE>

7

FUND PROFILE--VANGUARD EMERGING MARKETS
STOCK INDEX FUND INSTITUTIONAL SHARES

The following profile summarizes key features of Vanguard Emerging Markets Stock
Index Fund Institutional Shares.

INVESTMENT OBJECTIVE
The Fund seeks to match the  performance  of the Select  Emerging  Markets  Free
Index*,  which includes  approximately 500 common stocks of companies located in
13  emerging  markets of Europe,  Asia,  Africa,  and Latin  America--mostly  in
Brazil,  South  Africa,  and Mexico  (which  comprised  xx%, xx%, and xx% of the
Index's market capitalization,  respectively,  as of December 31, 1999), as well
as  Argentina,  the  Czech  Republic,   Greece,  Hungary,   Indonesia,   Israel,
Philippines,  Poland, Thailand, and Turkey. The developed countries of Hong Kong
and  Singapore are included in the Index to broaden  diversification  and ensure
adequate liquidity.

*The designation "Free" in the name of the Index refers to the securities that
 the index tracks. Some countries restrict foreign investment in certain
 industries, so only stocks that can be bought freely are tracked.

INVESTMENT STRATEGIES
The Fund  employs  a  "passively  managed"--or  index--investment  approach,  by
holding a mix of common  stocks  included in the Select  Emerging  Markets  Free
Index. For more information  about passive  management,  see "Indexing  Methods"
under MORE ON THE FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles,  financial problems, or natural disasters. Country risk
     is especially high for funds that focus on stocks in emerging markets.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The bar chart and table below  provide an indication of the risk of investing in
the Fund. The bar chart shows the performance of the Investor Shares of the Fund
in each calendar year since  inception.  The table shows how the average  annual
total returns of the Fund's  Investor Shares for one and five calendar years and
since  inception  compare with those of a broad-based  securities  market index.
Keep in mind that the Fund's  past  performance  does not  indicate  how it will
perform in the future.
     Note:  This  prospectus  offers the Fund's  Institutional  Shares,  not the
Investor  Shares.  Performance for the Investor Shares is shown here because the
Fund's  Institutional  Shares  are new and don't  have a full  calendar  year of
performance.  However,  the two share classes are invested in the same portfolio
of  securities  and will  have the same  returns  except  that  their  operating
expenses differ.

<PAGE>

8

              ----------------------------------------------------
                    ANNUAL TOTAL RETURNS FOR INVESTOR SHARES
              ----------------------------------------------------
                                 CHART GOES HERE
              ----------------------------------------------------
              Return figures do not reflect the 1% transaction fee
              on purchases and redemptions.
              ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was xx.x%  (quarter  ended Month DD,  YYYY) and the lowest  return for a
quarter was -xx.x% (quarter ended Money DD, YYYY).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                  1 YEAR      5 YEARS       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Emerging Markets
       Stock Index Fund
       Investor Shares**          xx.xx%       xx.xx%            xx.xx%
      MSCI Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      Select Emerging Markets
       Free Index                 xx.xx        xx.xx             xx.xx
      -------------------------------------------------------------------------
       *May 4, 1994.
      **Return figures reflect the 1% transaction fee on purchases and
        redemptions.
      -------------------------------------------------------------------------

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold  Institutional  Shares of the Fund.  Since the Fund did not begin  offering
Institutional  Shares until May xx, 2000, the  expenses  shown under Annual Fund
Operating Expenses are based upon estimated amounts for the current fiscal year.


      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee on Purchases:                                       1%*
      Sales Charge (Load) Imposed on Reinvested Dividends:               None
      Redemption Fee:                                                    1%**
      Exchange Fee:                                                      None

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.23%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.22%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.45%

      *The transaction fee on purchases is deducted from all purchases
       (including exchanges from other Vanguard funds) but not from
       reinvested dividends and capital gains.
     **The redemption fee applies to all redemptions (sales or exchanges);
       it is deducted from redemption proceeds, and retained by the Fund.

<PAGE>

9

     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  Institutional  Shares. This example assumes that the Fund
provides a return of 5% a year,  that  operating  expenses  remain the same, and
that you redeem all your shares at the end of each period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------


     You would pay the following expenses if you did not redeem your shares (the
difference being that the Fund's 1% redemption fee would not apply to any of the
periods below, as it would to those above):

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $xxx        $xxx       $xxx        $x,xxx
- -------------------------------------------------

     THESE  EXAMPLES  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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxxxxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     922042xxx
- --------------------------------------------------------------------------------

FUND PROFILE--VANGUARD INSTITUTIONAL DEVELOPED
FOREIGN MARKETS STOCK INDEX FUND

The  following  profile  summarizes  key  features  of  Vanguard   Institutional
Developed Foreign Markets Stock Index Fund.

INVESTMENT OBJECTIVE
The Fund seeks to track the  performance  of the MSCI Europe,  Australasia,  Far
East (EAFE) Index, which includes approximately 1,000 common stocks of companies
located in Europe, Australia, Asia, and the Far East.

INVESTMENT STRATEGIES
The Fund employs a "passively managed"--or  index--investment approach. It seeks
to track the  performance  of the MSCI EAFE  Index by  investing  in  Vanguard's
European  Stock Index Fund  Institutional  Shares and  Pacific  Stock Index Fund
Institutional  Shares in propor-

<PAGE>

10

tions  based on the  market  capitalization  of the MSCI  EAFE  Index.  For more
information about passive  management,  see "Indexing Methods" under MORE ON THE
FUNDS.

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:
- -    Country risk, which is the chance that a country's  economy will be hurt by
     political troubles, financial problems, or natural disasters.
- -    Regional risk, which is the chance that an entire  region--either Europe or
     the Far East--will be hurt by political troubles,  financial  problems,  or
     natural disasters.
- -    Currency  risk,  which is the chance that returns will be hurt by a rise in
     the value of the U.S. dollar versus foreign currencies.
- -    Investment style risk, which is the chance that returns from foreign stocks
     will trail returns from other asset classes or the overall stock market.

PERFORMANCE/RISK INFORMATION
The Fund began operations on May xx, 2000, so performance information (including
annual total returns and average  annual total returns) for a full calendar year
is not yet available.

FEES AND EXPENSES
The following table describes the fees and expenses you would pay if you buy and
hold shares of the Fund. The expenses shown under Annual Fund Operating Expenses
are based on  estimated  amounts for the current  fiscal  year.  The Fund has no
operating history; actual operating expenses could be different.

      SHAREHOLDER FEES (fees paid directly from your investment)
      Sales Charge (Load) Imposed on Purchases:                          None
      Transaction Fee 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)
      Indirect Operating Expenses:                                          *

      *Although Developed Foreign Markets Stock Index Fund is not expected
       to incur any net expenses directly, the Fund's shareholders indirectly
       bear the expenses of the underlying Vanguard funds in which the Fund
       invests. See THE FUNDS AND VANGUARD. It is estimated that the Fund's
       indirect expense ratio for its first fiscal year, based on its
       underlying investments, will be 0.23%.

     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.  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 each period.

- ------------------------
  1 YEAR       3 YEARS
- ------------------------
   $xxx        $xxx
- ------------------------

<PAGE>

11

     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.

- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $10 million

INVESTMENT ADVISER
The Vanguard Group, Valley Forge,       NEWSPAPER ABBREVIATION
Pa., since inception                    xxx

INCEPTION DATE                          VANGUARD FUND NUMBER
May xx, 2000                            xxx

SUITABLE FOR IRAS                       CUSIP NUMBER
Yes                                     921909xxx
- --------------------------------------------------------------------------------

MORE ON THE FUNDS

The   following   sections   discuss  other   important   features  of  Vanguard
International  Stock Index Funds and Vanguard  Institutional  Developed  Foreign
Markets Stock Index Fund,  including  indexing  methods,  fund  characteristics,
additional risk information,  costs and market-timing,  fund turnover, and other
investment policies and risks.

WHY INVEST IN INDEX FUNDS?
Index funds appeal to many investors for a number of reasons:
- -    Diversification.  Index  funds  generally  invest in a  diversified  mix of
     companies and industries.
- -    Relative  consistency.  Index  funds  typically  track the  performance  of
     relevant market  benchmarks more closely than comparable  actively  managed
     funds do.
- -    Low cost.  Index  funds do not have  many of the  expenses  of an  actively
     managed  fund--such  as  research--and  keep  trading  activity,  and  thus
     brokerage commissions, to a minimum.
- -    Low  realization  of capital gains.  Because an index fund typically  sells
     securities  only to respond to redemption  requests or to adjust the number
     of shares it holds to  reflect a change in its  target  index,  the  fund's
     turnover  rate--and thus its realization of capital  gains--is usually very
     low.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                             THE COSTS OF INVESTING

Costs are an important  consideration in choosing a mutual fund.  That's because
you, as a shareholder,  pay the costs of operating a fund,  plus any transaction
costs  associated with 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.
- --------------------------------------------------------------------------------

INDEXING METHODS
In  seeking  to track a  particular  index,  a fund may use one of two  indexing
methods to select the stocks it invests in.

<PAGE>

12

     Some index funds hold each stock found in their target indexes in about the
same proportions as represented in the indexes themselves. For example, if 5% of
the S&P 500  Index  were  made up of the  stock of a  specific  company,  a fund
tracking that index would invest about 5% of its assets in that company.
     Other index funds may use a different  selection process.  Because it would
be very  expensive to buy all of the stocks held in certain  indexes (the Select
Emerging Markets Free Index, for example,  includes  approximately  500 stocks),
funds  tracking  these  larger  indexes  use a  "sampling"  technique.  Using  a
sophisticated  computer program, these funds invest in stocks that will recreate
their  target  indexes  in  terms  of  industry,   size,   country,   and  other
characteristics.  For instance, if 10% of the Select Emerging Markets Free Index
were made up of the stocks of a certain  country,  the  Emerging  Markets  Stock
Index Fund would invest about 10% of its assets in stocks of the Index from that
country.  The  European,  Pacific,  and Emerging  Markets Stock Index Funds each
employ  this  method  of  indexing.  As a "fund  of  funds,"  the  Institutional
Developed  Foreign  Markets  Stock  Index Fund  allocates  its assets  among the
European  Stock Index Fund  Institutional  Shares and  Pacific  Stock Index Fund
Institutional Shares.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 "FUND OF FUNDS"

The term "fund of funds" is used to  describe  a mutual  fund that  pursues  its
objective by investing in other mutual funds rather than in individual stocks or
bonds.  A fund of funds may charge for its own direct  expenses,  in addition to
bearing a proportionate share of the expenses charged by the underlying funds in
which it invests. Funds of funds are best suited for long-term investors.
- --------------------------------------------------------------------------------

ADDITIONAL RISK INFORMATION
To track their target  indexes as closely as possible,  the European and Pacific
Stock Index Funds attempt to remain fully invested in foreign stocks included in
their particular indexes. The Emerging Markets Stock Index Fund normally invests
95% of its assets in foreign  stocks,  holding the remaining 5% in cash reserves
to meet daily redemption requests.  The Institutional  Developed Foreign Markets
Stock Index Fund  normally  holds100% of its assets in shares of its  underlying
funds.


- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      THE RISKS OF INTERNATIONAL INVESTING

Because foreign stock and bond markets operate differently from the U.S. market,
Americans  investing  abroad will encounter risks not typically  associated with
U.S.  companies.  For  instance,  foreign  companies are not subject to the same
accounting,  auditing,  and financial  reporting standards and practices as U.S.
companies;  and  their  stocks  may not be as liquid  as those of  similar  U.S.
companies.  In  addition,  foreign  stock  exchanges,   brokers,  and  companies
generally  have  less   government   supervision   and  regulation   than  their
counterparts in the United States. These factors, among others, could negatively
impact the returns Americans receive from foreign investments.
- --------------------------------------------------------------------------------

<PAGE>

13

[FLAG] EACH 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.
       IN ADDITION, INVESTMENTS IN FOREIGN  STOCK MARKETS  CAN BE  RISKIER  THAN
     U.S. STOCK INVESTMENTS. THE PRICES  OF INTERNATIONAL  STOCKS AND THE PRICES
     OF U.S. STOCKS HAVE OFTEN MOVED IN OPPOSITE DIRECTIONS. THESE PERIODS HAVE,
     IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various periods as measured by the MSCI EAFE Index, a widely used barometer
of international 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.

- ----------------------------------------------------------
     INTERNATIONAL STOCK MARKET RETURNS (1969-1999)
- ----------------------------------------------------------
                   1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ----------------------------------------------------------
Best                69.9%     36.5%     22.8%      16.3%
Worst              -23.2       1.5       5.9       12.0
Average             15.2      13.6      14.5       14.7
- ----------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1969
through 1999. Keep in mind that this was a particularly favorable period for all
stock markets.  These average returns reflect past  performance on international
stocks;  you should not regard  them as an  indication  of future  returns  from
either foreign markets as a whole or any of the Funds in particular.
     Note that the preceding chart does not take into account  returns  measured
by the MSCI  Emerging  Markets  Free  Index,  a widely  used  barometer  of less
developed stock markets.  Emerging  markets can be  substantially  more volatile
than more developed  foreign markets.  In addition,  because the MSCI EAFE Index
tracks the European and Pacific markets  collectively,  the above returns do not
reflect  the  variability  of  returns  from  year to  year  for  these  markets
individually,  or the variability  across these and other geographic  regions or
market  sectors.  To illustrate  this  variability,  the  following  table shows
returns for  different  international  markets--as  well as the U.S.  market for
comparison--from  1990-1999,  as measured by their respective indexes. 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.

<PAGE>

14

- --------------------------------------------------------------------------------
            STOCK MARKET RETURNS FOR DIFFERENT INTERNATIONAL MARKETS*
- --------------------------------------------------------------------------------
             EUROPEAN         PACIFIC         EMERGING           U.S.
              MARKET           MARKET          MARKETS         MARKETS
- --------------------------------------------------------------------------------
1990          -2.00%           34.43%          -10.55%          -3.10%
1991          14.12            11.51            59.91           30.47
1992          -3.92           -18.51            11.40            7.62
1993          29.25            36.15            74.84           10.08
1994           2.82            12.82            -7.31            1.32
1995          22.08             2.89             0.01**         37.58
1996          21.42            -8.23            15.19           22.96
1997          23.75           -25.74           -16.37           33.36
1998          28.68             2.64           -18.39           28.58
1999          15.77            56.38            60.86           21.04
- --------------------------------------------------------------------------------
*    European  market  returns are  measured by the MSCI Europe  Index;  Pacific
     market  returns are  measured  by the MSCI  Pacific  Free  Index;  emerging
     markets returns are  measured  by the Select  Emerging  Markets Free Index;
     and U.S.  market  returns are measured by the Standard & Poor's 500 Index.
**   The inception date of the Select  Emerging  Markets Free  Index  was May 4,
     1994;  returns  shown for  1990-1994  are  measured  by  the MSCI  Emerging
     Markets Free Index.
- --------------------------------------------------------------------------------

     Keep in mind, however,  that these average returns reflect past performance
of the various indexes;  you should not consider them as an indication of future
returns from the indexes, or from any of the Funds in particular.

[FLAG] EACH FUND IS SUBJECT  TO  COUNTRY  RISK,  WHICH IS THE  POSSIBILITY  THAT
     POLITICAL EVENTS (A WAR, NATIONAL  ELECTIONS),  FINANCIAL  PROBLEMS (RISING
     INFLATION,  GOVERNMENT  DEFAULT),  OR NATURAL  DISASTERS (AN EARTHQUAKE,  A
     FLOOD)  WILL  WEAKEN A  COUNTRY'S  ECONOMY  AND CAUSE  INVESTMENTS  IN THAT
     COUNTRY TO LOSE MONEY.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                  REGIONAL VERSUS BROAD INTERNATIONAL INVESTING

Regional funds are international funds that invest in a particular  geographical
region,  such as Europe or the Pacific  Basin.  Because they  concentrate  their
holdings in a single  region,  these  funds  typically  have higher  share price
volatility  than  broadly  diversified  international  stock  funds  (which,  by
investing in many different foreign markets,  may offset losses from one country
with gains from another at any given time).
- --------------------------------------------------------------------------------

     EUROPEAN  STOCK  INDEX  FUND.  Stocks  from the  United  Kingdom,  Germany,
Switzerland  and France  comprised  xx%,  xx%,  xx%,  and xx% of the MSCI Europe
Index,  respectively,  as of December  31,  1999;  stocks from the  remaining 11
countries  in  the  Index  have  much  less  significant  market  capitalization
weightings  in the  Index and thus much  less  impact on its total  return.  The
Fund's heavy exposure to just four countries involves a higher degree of country
risk than that of more geographically diversified international funds.
     PACIFIC STOCK INDEX FUND. Japanese stocks comprised xx% of the MCSI Pacific
Free Index as of December 31, 1999. Therefore,  Japanese stocks will represent a
correspondingly  large  component of the Pacific Stock Index Fund's assets.  The
Fund's large investment

<PAGE>

15

in the Japanese  stock  market may involve a higher  degree of country risk than
that of more geographically diversified international funds.
     EMERGING MARKETS STOCK INDEX FUND. As discussed above, emerging markets can
be substantially more volatile than both U.S and more developed foreign markets.
Therefore,  the  Emerging  Markets  Stock Index Fund may expose  investors  to a
higher degree of volatility  than funds that invest in more  developed  markets.
     INSTITUTIONAL  DEVELOPED  FOREIGN  MARKETS  STOCK INDEX FUND.  As a fund of
funds, the  Institutional  Developed Foreign Markets Stock Index Fund intends to
invest all of its assets in shares of the European and Pacific Stock Index Funds
Institutional Shares;  indirectly,  its country risk will proportionately mirror
that of the European and Pacific Stock Index Funds.


[FLAG] EACH FUND IS SUBJECT TO CURRENCY RISK,  WHICH IS THE  POSSIBILITY  THAT A
     STRONGER U.S. DOLLAR WILL REDUCE RETURNS FOR AMERICANS  INVESTING OVERSEAS.
     GENERALLY,  WHEN  THE  DOLLAR  RISES  IN VALUE  AGAINST  ANOTHER  COUNTRY'S
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH  FEWER U.S.  DOLLARS.  ON THE OTHER  HAND,  A WEAKER  U.S.  DOLLAR
     GENERALLY   LEADS  TO  HIGHER   RETURNS  FOR  AMERICANS   HOLDING   FOREIGN
     INVESTMENTS.

SECURITY SELECTION
In seeking to track its target index,  the European  Stock Index,  Pacific Stock
Index,  and  Emerging  Markets  Stock Index Funds each invest in a portfolio  of
foreign stocks selected through statistical methods. The Institutional Developed
Foreign Markets Stock Index Fund simply invests in the  Institutional  Shares of
the European and Pacific Stock Index Funds.
     EUROPEAN  STOCK INDEX FUND.  The Fund invests in a  statistically  selected
sample of  approximately  550 common  stocks  included in the MSCI Europe Index,
which is made up of the stocks of  companies  located in 15 European  countries.
Four countries--the United Kingdom, Germany,  Switzerland,  and France--dominate
the Index, with xx%, xx%, xx%, and xx%,  respectively,  as of December 31, 1999.
The other 11  countries,  which  include  Austria,  Belgium,  Denmark,  Finland,
Ireland, Italy, the Netherlands,  Norway, Portugal,  Spain, and Sweden, are much
less significant to the Index and, consequently, the Fund.
     PACIFIC  STOCK INDEX FUND.  The Fund  invests in a  statistically  selected
sample of the  approximately 420 common stocks included in the MSCI Pacific Free
Index, which is comprised of the stocks of Pacific Basin companies. The Index is
dominated by the Japanese  stock  market,  which  represented  xx% of the market
capitalization  of the Index as of December 31, 1999.  The other four  countries
represented in the Index are Australia, Hong Kong, New Zealand, and Singapore.
     EMERGING  MARKETS  STOCK INDEX FUND.  The Fund  invests in a  statistically
selected  sample of the  approximately  500 common stocks included in the Select
Emerging Markets Free Index, which is made up of the stocks of companies located
in 13  emerging  markets of  Europe,  Asia,  Africa,  and Latin  America.  Three
countries--Brazil,  Mexico, and South Africa--represent a majority of the Index,
with xx%, xx%, and xx% of the market capitalization of the Index,  respectively,
as of December 31, 1999.  The other 10 countries  include  Argentina,  the Czech
Republic, Greece, Hungary, Indonesia, Israel, Philippines, Poland, Thailand, and
Turkey.  The developed  countries of Hong Kong and Singapore are included in the
Index to broaden diversification and ensure adequate liquidity.
     Although index funds, by their nature, tend to be tax-efficient  investment
vehicles, the Funds are generally managed without regard to tax ramifications.

<PAGE>

16

TRANSACTION FEES
Some of  Vanguard's  index funds charge a  transaction  fee on purchases of fund
shares to offset the higher costs of trading  certain  securities,  particularly
small-company and international  stocks.  The transaction fee ensures that these
higher  costs are borne by the  investors  making the  transactions--and  not by
shareholders  already in the fund. All transaction fees are paid directly to the
fund itself (unlike a sales charge or load, which--for many fund companies--ends
up in the pocket of the  sponsor,  adviser,  or sales  representative).  Without
transaction  fees,  some index funds would have  trouble  tracking  their target
indexes.

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  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.
Therefore,  the  Vanguard  International  and Vanguard  Institutional  Developed
Foreign  Markets  Stock Index Funds have adopted the following  policies,  among
others, designed to discourage short-term trading:
- -    Each Fund  reserves  the right to reject  any  purchase  request--including
     exchanges from other  Vanguard  funds--that it regards as disruptive to the
     efficient  management  of the Fund.  A purchase  request  could be rejected
     because  of the  timing  of the  investment  or  because  of a  history  of
     excessive trading by the investor.
- -    Each Fund (except the  Institutional  Developed Foreign Markets Stock Index
     Fund) charges a transaction  fee on  purchases.  In addition,  the Emerging
     Markets Stock Index Fund charges a transaction fee on redemptions.
- -    Telephone and online exchanges are not accepted for non-IRA accounts.
- -    There is a limit on the number of times you can exchange  into and out of a
     Fund (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).
- -    Each Fund reserves the right to stop offering shares at any time.

     THE  VANGUARD  FUNDS DO NOT  PERMIT  MARKET-TIMING.  DO NOT INVEST IN THESE
FUNDS IF YOU ARE A MARKET-TIMER.

TURNOVER RATE
Although each Fund seeks to invest for the long term, the Funds retain the right
to sell  securities  regardless  of how  long the  securities  have  been  held.
Generally,  a  passively-managed  fund  sells  securities  only  to  respond  to
redemption  requests  or to adjust the number of shares held to reflect a change
in the fund's target index. Because of this, the turnover rate for each Fund has
been extremely low. The Financial  Highlights  tables  beginning on page xx show
historic turnover rates for each Fund.

<PAGE>

17

- --------------------------------------------------------------------------------
                                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 income
subject to taxes.  According to  Morningstar,  Inc. as of December 31, 1999, the
average  turnover  rate for  passively  managed  foreign  stock  index funds was
roughly xx%; for all foreign stock funds, the average turnover was approximately
xx%. (A  turnover  rate of 100% would  occur,  for  example,  if a fund sold and
replaced securities valued at 100% of its net assets within a one-year period.)
- --------------------------------------------------------------------------------

OTHER INVESTMENT POLICIES AND RISKS
Besides  investing  in common  stocks of foreign  companies,  each Fund may make
certain  other  kinds of  investments  to achieve its  objective.  Each Fund may
change its objective without shareholder approval.
     The Funds may also  invest,  to a limited  extent,  in futures  and options
contracts,  warrants,  convertible  securities,  and swap agreements,  which are
types  of  derivatives.  Losses  (or  gains)  involving  futures  contracts  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.  Similar risks exist for warrants  (securities that permit their owners to
purchase  a  specific  number  of  shares  of stock at a  predetermined  price),
convertible securities (securities that may be exchanged for another asset), and
swap  agreements  (contracts  between  two  parties in which each agrees to make
payments to the other based on the return of a specified index or asset).

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                   DERIVATIVES

A derivative is a financial contract whose value is based on (or "derived" from)
a  traditional  security  (such  as a stock  or a  bond),  an  asset  (such as a
commodity like gold), or a market index (such as the S&P 500 Index). Futures and
options are derivatives  that have been trading on regulated  exchanges for more
than two decades.  These  "traditional"  derivatives are standardized  contracts
that can easily be bought and sold,  and whose market values are  determined and
published  daily. It is these  characteristics  that  differentiate  futures and
options from the relatively new types of derivatives. If used for speculation or
as leveraged investments, derivatives can carry considerable risks.
- --------------------------------------------------------------------------------

     For this  reason,  the  Funds  will  not use  futures,  options,  warrants,
convertible  securities,  or swap  agreements  for  speculative  purposes  or as
leveraged  investments  that  magnify  the gains or losses of an  investment.  A
Fund's  obligation  under  futures  contracts  will not  exceed 20% of its total
assets.
     The reasons for which a Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.

<PAGE>

18

- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Each Fund may also enter into forward foreign  currency  contracts in order
to maintain  the same  currency  exposure  as its  respective  Index.  A forward
foreign currency contract is an agreement to buy or sell a country's currency at
a specific price on a specific  date,  usually 30, 60, or 90 days in the future.
In other  words,  the  contract  guarantees  an  exchange  rate on a given date.
Managers of  international  stock funds  typically use these  contracts to guard
against sudden,  unfavorable  changes in U.S.  dollar/foreign  currency exchange
rates. However, the Funds will use these contracts for different reasons:
- -    To gain currency exposure when investing in futures.
- -    To settle trades in a foreign currency.


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

THE FUNDS AND VANGUARD
Vanguard  International  and Vanguard  Institutional  Developed  Foreign Markets
Stock Index Funds are offered by The  Vanguard  Group,  a family of more than 35
investment  companies  with more than 100 funds  holding  assets worth more than
$xxx 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.
     Institutional  Developed  Foreign  Markets Stock Index Fund will indirectly
bear a proportionate  share of the expenses of the underlying  funds in which it
invests.  However,  the Fund's  direct  expenses  are expected to be very low or
zero.  Institutional  Developed  Foreign  Markets  Stock Index Funds may operate
without  incurring  direct expenses because Vanguard will reimburse them for (i)
their  contributions to the cost of operating the underlying funds in which they
invest,  and (ii) savings in  administrative  and marketing  costs that Vanguard
expects to derive from their operations.

INVESTMENT ADVISER
The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,   serves  as  the  Funds'  adviser  through  its  Core  Management  Group.
(Institutional  Developed  Foreign  Markets Stock Index Fund  receives  advisory
services indirectly,  by investing in the European and Pacific Stock Index Funds
Institutional  Shares.) Vanguard manages the Funds on an at-cost basis,  subject
to the control of the Trustees and officers of the Funds. The

<PAGE>

19

Funds began operations on May xx, 2000.  Advisory fees for the first fiscal year
of the European,  Pacific,  and Emerging Markets Stock Index Funds Institutional
Shares is estimated at an effective annual rate of 0.xx%.
     The Funds have  authorized  Vanguard to choose brokers or dealers to handle
the purchase and sale of securities for the Funds, and to get the best available
price and most favorable execution from these brokers or dealers with respect to
all  transactions.  The Funds may direct Vanguard to use a particular broker for
certain  transactions  in exchange for commission  rebates or research  services
provided to the Funds.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                               THE FUNDS' ADVISER

The Vanguard Group provides investment advisory services to many Vanguard funds;
as of December  31,  1999,  the Group  managed  more than $xxx  billion in total
assets.  The individual  responsible for overseeing the European,  Pacific,  and
Emerging Markets Stock Index Funds' investments is:

GEORGE U. SAUTER,  Managing  Director of Vanguard,  and head of Vanguard's  Core
Management  Group;  has worked in  investment  management  since  1985;  primary
responsibility  for Vanguard's  stock indexing policy and strategy since joining
the firm in 1987; A.B., Dartmouth College; M.B.A., University of Chicago.
- --------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
Each 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. In addition, a
Fund may occasionally be required to make supplemental dividend or capital gains
distributions at some other time during the year. 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 share 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 its holdings and
the  interest it receives  from its 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:
- -    Distributions  are taxable to you whether or not you reinvest these amounts
     in additional Fund shares.

<PAGE>

23

- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    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.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Funds' normal investment activities and cash flows.
- -    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.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.
- -    The European,  Pacific,  and Emerging Markets Stock Index Funds each may be
     subject to foreign taxes or foreign tax withholding on dividends, interest,
     and some  capital  gains that it  receives on foreign  securities.  You may
     qualify for an offsetting  credit or deduction under U.S. tax laws for your
     portion of a Fund's foreign tax obligations, provided that you meet certain
     requirements.  Because  the  Developed  Foreign  Markets  Stock  Index Fund
     invests in foreign stocks indirectly through the European and Pacific Stock
     Index Funds,  its investors  are not able to take  advantage of foreign tax
     credits or deductions.  See your tax adviser or IRS  publications  for more
     information.

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or  redemptions  from your  account if you do not provide us with
your  correct  taxpayer  identification  number and certify  that it is correct.
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.

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

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.

<PAGE>

21

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.

SHARE PRICE
Each 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  for the  Institutional  Developed  Foreign
Markets  Stock Index Fund is computed by adding up the total value of the Fund's
investments (i.e., shares of the underlying funds) and other assets, subtracting
any of its liabilities  (debts),  and then dividing by the number of Fund shares
outstanding:

                     TOTAL ASSETS - LIABILITIES
NET ASSET VALUE = --------------------------------
                    NUMBER OF SHARES OUTSTANDING

     Net asset value per share for the European,  Pacific,  and Emerging Markets
Stock  Index Funds is  computed  in a similar  way,  by dividing  the net assets
attributed  to each  class by the  number of Fund  shares  outstanding  for that
class.
     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.  Because
foreign  securities  markets may operate on days which are not business  days in
the  United  States,  the  value of a Fund's  holdings  may  change on days when
shareholders will not be able to purchase or redeem the Fund's shares.
     A NOTE ON  PRICING:  A 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 Funds' Board of Trustees.  A
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the underlying securities.
     Each Fund's  share price can be found daily in the mutual fund  listings of
most major  newspapers  under the  heading  "Vanguard  Index  Funds."  Different
newspapers  use different  abbreviations  for each Fund, but the most common are
XXXXXX, XXXXXX, XXXXXX, and XXXXXX for the European,  Pacific, Emerging Markets,
and Institutional Developed Foreign Markets Stock Index Funds, respectively.


FINANCIAL HIGHLIGHTS
The following  financial  highlights  tables are intended to help you understand
each Fund's  financial  performance  for the past five years or since  inception
(except for Institutional  Developed Foreign Markets Stock Index Fund, which did
not start  operations  until May xx,  2000),  and certain  information  reflects
financial results for a single Fund share. The total

<PAGE>

22

returns in each table  represent the rate that an investor  would have earned or
lost  each  year on an  investment  in the Fund  (assuming  reinvestment  of all
dividends and capital gains  distributions).  This  information has been derived
from the financial statements audited by PricewaterhouseCoopers LLP, independent
accountants,  whose  report--along  with each  Fund's  financial  statements--is
included in the Funds' most recent annual report to  shareholders.  You may have
the annual report sent to you without charge by contacting Vanguard.  NOTE: This
prospectus  offers the Funds'  Institutional  Shares  not the  Investor  Shares.
Information  for the  Investor  Shares is shown here  because each of the Fund's
Institutional Shares are new. However, the two share classes are invested in the
same portfolio of securities and will have the same financial performance except
to the extent that their operating expenses differ.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                   HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE

This  explanation  uses the  European  Stock Index Fund as an example.  The Fund
began fiscal 1999 with a net asset value (price) of $25.28 per share. During the
year,  the Fund earned  $0.xx per share from  investment  income  (interest  and
dividends) and $x.xx per share from investments that had appreciated in value or
that were sold for higher prices than the Fund paid for them.

Shareholders  received $0.xx 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  ($x.xx  per  share)  minus the  distributions  ($0.xx  per share)
resulted in a share price of $xx.xx at the end of the year. This was an increase
of $x.xx per share (from  $25.28 at the  beginning  of the year to $xx.xx 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 xx.xx% for the year.

As of December 31, 1999, the Fund had $x.x billion in net assets.  For the year,
its  expense  ratio was 0.xx%  ($x.x0  per  $1,000 of net  assets);  and its net
investment  income  amounted to x.xx% of its  average  net  assets.  It sold and
replaced securities valued at x% of its net assets.

<PAGE>

23

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                                      VANGUARD EUROPEAN STOCK INDEX FUND
                                                INVESTOR SHARES
                                            YEAR ENDED DECEMBER 31,
                        ------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- ------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $25.28       $20.13       $16.57       $14.02       $11.76
- ------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .41          .38          .34          .32
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           5.40         3.63         2.63         2.30
                        ------------------------------------------------------------------
   Total from Investment
    Operations                          5.81         4.01         2.97         2.62
                        ------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.52)        (.37)        (.36)        (.32)
 Distributions from
  Realized Capital Gains                (.14)        (.08)        (.06)        (.04)
  Gains
                        ------------------------------------------------------------------
   Total Distributions                  (.66)        (.45)        (.42)        (.36)
- ------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                 $            $25.28       $20.13       $16.57       $14.02
==========================================================================================
TOTAL RETURN*                 %       28.86%       24.23%       21.26%       22.28%
==========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)      $            $4,479       $2,432       $1,595       $1,017
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.29%        0.31%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.97%        2.19%        2.45%        2.66%
 Turnover Rate               x%           7%           3%           4%           2%
==========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 11/3/1997, 1% from 1994 through 11/2/1997) or the annual account
  maintenance fee of $10.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
                                      VANGUARD PACIFIC STOCK INDEX FUND
                                              INVESTOR SHARES
                                           YEAR ENDED DECEMBER 31,
                        -------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- -------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.84       $ 7.72       $10.51       $11.50       $11.31
- -------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .           .085          .09          .10          .10
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .           .100        (2.79)       (1.00)         .21
  Investments
                        -------------------------------------------------------------------
   Total from Investment
    Operations                          .185        (2.70)        (.90)         .31
                        -------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                    (.065)        (.09)        (.09)        (.12)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        -------------------------------------------------------------------
   Total Distributions                 (.065)        (.09)        (.09)        (.12)
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.84       $ 7.72       $10.51       $11.50
===========================================================================================
TOTAL RETURN*                 %        2.41%      -25.67%       -7.82%        2.75%
===========================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $       $1,033         $827         $978         $831
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.40%        0.35%        0.35%        0.35%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        1.17%        1.03%        0.89%        0.97%
 Turnover Rate               x%           4%           8%           9%           1%
===========================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (0.5%
  beginning 1/1/1997, 1% from 1994 through 1996) or the annual account
  maintenance fee of $10.

<PAGE>

24

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
                                  VANGUARD EMERGING MARKETS STOCK INDEX FUND
                                               INVESTOR SHARES
                                           YEAR ENDED DECEMBER 31,
                        --------------------------------------------------------------------
                           1999         1998         1997         1996         1995
- --------------------------------------------------------------------------------------------
<S>                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF YEAR       $ 7.91       $ 9.98       $12.28       $10.75       $10.87
- --------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income      .            .27          .24          .18          .15
 Net Realized and
  Unrealized Gain
  (Loss) on Investments     .          (2.08)       (2.31)        1.52         (.09)
                        --------------------------------------------------------------------
   Total from Investment
    Operations                         (1.81)       (2.07)        1.70          .06
                        --------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income                     (.26)        (.23)        (.17)        (.18)
 Distributions from
  Realized Capital Gains                  --           --           --           --
                        --------------------------------------------------------------------
   Total Distributions                  (.26)        (.23)        (.17)        (.18)
- --------------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF YEAR                      $       $ 7.91        $9.98       $12.28       $10.75
============================================================================================
TOTAL RETURN*                 %      -18.12%      -16.82%       15.83%        0.56%
============================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)           $         $577         $660         $637         $234
 Ratio of Total
  Expenses to Average
  Net Assets              0.xx%        0.61%        0.57%        0.60%        0.60%
 Ratio of Net
  Investment Income to
  Average Net Assets      x.xx%        2.99%        1.96%        1.69%        2.00%
 Turnover Rate               x%          22%          19%           1%           3%
============================================================================================
</TABLE>
 *Total return figures do not reflect the transaction fee on purchases (1.0%
  beginning 11/3/1997, 1.5% from 1/1/1997 to 11/2/1997, 2.0% from 1994 through
  1996), the 1% transaction fee on redemptions, or the annual account
  maintenance fee of $10.

The Funds are not  sponsored,  sold,  promoted,  or endorsed  by Morgan  Stanley
Capital International.  Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," "Standard
& Poor's 500," and "500," are trademarks of The McGraw-Hill Companies, Inc., and
have been licensed for use by The Vanguard Group.

<PAGE>

25

- --------------------------------------------------------------------------------
INVESTING WITH VANGUARD

Are you looking for the most  convenient  way to open or add money to a Vanguard
account?  Obtain instant access to fund information?  Establish an account for a
minor child or for your retirement savings?
     Vanguard  can help.  Our goal is to make it easy and pleasant for you to do
business with us.
     The following  sections of the prospectus briefly explain the many services
we offer.  Booklets providing detailed information are available on the services
marked with a [BOOK ICON]. Please call us to request copies.
- --------------------------------------------------------------------------------

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many services that make it convenient to buy, sell, or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically  set up for this  Fund  unless  you  notify  us  otherwise.  Note:
Limitations do apply; see page 30.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [BOOK ICON]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.
- -    Add/change fund options (including dividend options, Vanguard Fund Express,
     bank instructions,  checkwriting, and Vanguard Automatic Exchange Service).
     (Some  restrictions may apply.) Please call our Client Services  Department
     for assistance.

*Only current Vanguard shareholders can open a new account online, by exchanging
 shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------

<PAGE>

26

TYPES OF ACCOUNTS

Individuals and institutions can establish a variety of accounts with Vanguard.
- --------------------------------------------------------------------------------
FOR ONE OR MORE PEOPLE
Open an account in the name of one (individual) or more (joint tenants) people.
- --------------------------------------------------------------------------------
FOR HOLDING PERSONAL TRUST ASSETS [BOOK ICON]
Invest assets held in an existing personal trust.
- --------------------------------------------------------------------------------
FOR AN ORGANIZATION [BOOK ICON]
Open an account as a corporation,  partnership,  endowment, foundation, or other
entity.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares 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.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

BUYING SHARES

You buy your shares at a Fund's  next-determined  net asset value after Vanguard
receives your 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 net asset  value.  You may  convert  the
Investor  Shares of European,  Pacific,  and Emerging  Markets Stock Index Funds
into  Institutional  Shares of the same Fund  provided that you meet the minimum
initial investment requirements for such Shares.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$10 million

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON PURCHASE FEES
Each Fund, except the Institutional  Developed Foreign Markets Stock Index Fund,
deducts a 0.5% (1% for Emerging Markets Stock Index Fund) fee from all purchases
(including  exchanges  from  other  Vanguard  funds),  but not  from  reinvested
dividends or capital gains.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]
Call your assigned Service Associate to arrange your wire transaction.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

<PAGE>

27

In favor of:
European Stock Index Fund Institutional Shares-xxx
Pacific Stock Index Fund Institutional Shares-xxx
Emerging Markets Stock Index Fund Institutional Shares-xxx
Institutional Developed Foreign Markets Stock Index Fund-xxx
In favor of:
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account
Complete and sign the account registration form and enclose your check.

add to an existing account
Mail your check with an  Invest-By-Mail  form  detached  from your  confirmation
statement to the address listed on the form. Please do not alter  Invest-By-Mail
forms, since they are fund- and account-specific.

Make your check payable to: The Vanguard Group-(insert  appropriate Fund number;
see below)
European Stock Index Fund Institutional Shares-xxx
Pacific Stock Index Fund Institutional Shares-xxx
Emerging Markets Stock Index Fund Institutional Shares-xxx
Institutional Developed Foreign Markets Stock Index Fund-xxx

All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

For clients of Vanguard's Institutional Division . . .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.
- --------------------------------------------------------------------------------
BY TELEPHONE TO . . . [TELEPHONE ICON]
open a new account
Call Vanguard  Tele-Account* 24 hours a day--or your assigned Service  Associate
during business  hours--to  exchange from another Vanguard fund account with the
same registration (name, address,  taxpayer  identification  number, and account
type).

add to an existing account
Call Vanguard  Tele-Account* 24 hours a day--or your assigned Service  Associate
during business  hours--to  exchange from another Vanguard fund account with the
same registration (name, address,  taxpayer  identification  number, and account
type). (Note that some restrictions apply to index fund accounts.)


Vanguard Tele-Account
1-800-662-6273

*You must obtain a Personal  Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.

<PAGE>

28

- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
You can redeem  (that is, sell or  exchange)  shares  purchased  by check at any
time.  However,   while  your  redemption  request  will  be  processed  at  the
next-determined  net asset value after it is received,  your redemption proceeds
will not be available  until payment for your  purchase is collected,  which may
take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

REDEEMING SHARES

This section describes how you can redeem--that is, sell or exchange--the Fund's
shares.

When Selling Shares:
- -    Vanguard sends the redemption proceeds to you or a designated third party.*
- -    You can sell all or part of your Fund shares at any time.

*May require a signature guarantee; see footnote on page 34.

When Exchanging Shares:
- -    The redemption proceeds are used to purchase shares of a different Vanguard
     fund.
- -    You must meet the receiving fund's minimum investment requirements.
- -    Vanguard reserves the right to revise or terminate the exchange  privilege,
     limit the amount of an exchange, or reject an exchange at any time, without
     notice.
- -    In  order  to  exchange  into  an  account  with a  different  registration
     (including a different name, address, or taxpayer  identification  number),
     you must include the guaranteed  signature of all current account owners on
     your written instructions.

In both  cases,  your  transaction  will be based on the Fund's  next-determined
share price,  subject to any special rules  discussed in this  prospectus.  Note
that the Funds do not permit telephone exchanges.
- --------------------------------------------------------------------------------
A NOTE ON REDEMPTION FEES
Emerging  Markets  Stock  Index Fund  imposes a 1%  redemption  fee on all share
redemptions. Currently, redemption fees do not apply to Fund shares held through
Vanguard's separate recordkeeping system for employee benefit plan accounts, due
to certain economies associated with these accounts.  However, the Fund reserves
the right to impose  redemption  fees on its shares at any time if  warranted by
the Fund's future costs of processing redemptions from these accounts.
- --------------------------------------------------------------------------------
NOTE:  Once a redemption  is initiated  and a  confirmation  number  given,  the
transaction CANNOT be canceled.
- --------------------------------------------------------------------------------

HOW TO REQUEST A REDEMPTION
You can request a  redemption  from your Fund  account in any one of three ways:
online, by telephone, or by mail.

<PAGE>

29

- --------------------------------------------------------------------------------
TELEPHONE REQUESTS [TELEPHONE ICON]
Call Vanguard  Tele-Account 24 hours a day--or your assigned  Service  Associate
during business hours--to sell shares.

Vanguard Tele-Account
1-800-662-6273
- --------------------------------------------------------------------------------
SPECIAL  INFORMATION:  We will automatically  establish the telephone redemption
option for your  account,  unless you instruct us  otherwise  in writing.  While
telephone  redemption is easy and convenient,  this account  feature  involves a
risk of loss from  unauthorized or fraudulent  transactions.  Vanguard will take
reasonable  precautions  to protect your  account from fraud.  You should do the
same by keeping your account information  private and immediately  reviewing any
account  statements  that  we  send  to  you.  Make  sure  to  contact  Vanguard
immediately about any transaction you believe to be unauthorized.
- --------------------------------------------------------------------------------
We reserve the right to refuse a telephone redemption if the caller is unable to
provide:
- -    The ten-digit account number.
- -    The name and address exactly as registered on the account.
- -    The primary Social Security or employer identification number as registered
     on the account.
- -    The Personal  Identification  Number (PIN),  if applicable  (for  instance,
     Tele-Account).

     Please note that Vanguard will not be  responsible  for any account  losses
due to telephone  fraud, so long as we have taken reasonable steps to verify the
caller's identity.  If you wish to remove the telephone  redemption feature from
your account, please notify us in writing.
- --------------------------------------------------------------------------------
A NOTE ON UNUSUAL CIRCUMSTANCES
Vanguard  reserves the right to revise or  terminate  the  telephone  redemption
privilege at any time,  without notice.  In addition,  Vanguard can stop selling
shares or postpone  payment at times when the New York Stock  Exchange is closed
or under any emergency  circumstances  as determined by the U.S.  Securities and
Exchange Commission.  If you experience difficulty making a telephone redemption
during  periods  of  drastic  economic  or market  change,  you can send us your
request  by  regular or express  mail.  Follow  the  instructions  on selling or
exchanging shares by mail in this section.
- --------------------------------------------------------------------------------
MAIL REQUESTS [ENVELOPE ICON]
Send a letter of instruction signed by all registered  account holders.  Include
the fund name and  account  number and (if you are  selling) a dollar  amount or
number  of shares  OR (if you are  exchanging)  the name of the fund you want to
exchange  into and a dollar  amount or number of  shares.  To  exchange  into an
account  with a different  registration  (including a different  name,  address,
taxpayer identification number, or account type), you must provide Vanguard with
written  instructions  that  include the  guaranteed  signatures  of all current
owners of the fund from which you wish to redeem.

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right

<PAGE>

30

to delay delivery of your  redemption  proceeds--up to seven days--if the amount
may disrupt the Fund's operation or performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

OPTIONS FOR REDEMPTION PROCEEDS
You may receive your redemption  proceeds in one of three ways: check,  exchange
to another Vanguard fund, or Fund Express redemption.
- --------------------------------------------------------------------------------
CHECK REDEMPTIONS
Normally,  Vanguard  will  mail  your  check  within  two  business  days  of  a
redemption.
- --------------------------------------------------------------------------------
EXCHANGE REDEMPTIONS
As described  above, an exchange  involves using the proceeds of your redemption
to purchase shares of another Vanguard fund.
- --------------------------------------------------------------------------------
FUND EXPRESS REDEMPTIONS
Vanguard  will  electronically  transfer  funds to your  pre-linked  checking or
savings account.
- --------------------------------------------------------------------------------

FOR OUR MUTUAL PROTECTION
For your best interests and ours, Vanguard applies these additional requirements
to redemptions:

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- -    The Fund name and account number.
- -    The amount of the transaction (in dollars or shares).
- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

*For instance, a signature guarantee must  be provided by all registered account
 shareholders when redemption  proceeds are  to be sent to a different person or
 address. A signature guarantee may be obtained from most commercial and savings
 banks, credit  unions,  trust  companies,  or  member  firms  of  a  U.S. stock
 exchange.

TRANSACTIONS ARE PROCESSED AT THE NEXT-DETERMINED SHARE PRICE AFTER VANGUARD HAS
RECEIVED ALL REQUIRED INFORMATION.
- --------------------------------------------------------------------------------
LIMITS ON ACCOUNT ACTIVITY
Because excessive account  transactions can disrupt the management of a Fund and
increase the Fund's costs for all shareholders, Vanguard limits account activity
as follows:
- -    You may make no more than TWO  SUBSTANTIVE  "ROUND TRIPS"  THROUGH THE FUND
     during any 12-month period.
- -    Your round trips through the Fund must be at least 30 days apart.
- -    The Fund may refuse a share purchase at any time, for any reason.
- -    Vanguard may revoke an investor's telephone exchange privilege at any time,
     for any reason.

<PAGE>

31

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  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.
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------

TRANSFERRING REGISTRATION

You can  transfer  the  registration  of your Fund  shares to  another  owner by
completing a transfer form and sending it to Vanguard.

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  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  adviser,  and  the  Fund's  financial
statements which include a listing of the Fund's holdings.
To keep each Fund's costs as low as possible (so that you and other shareholders
can keep more of the Fund's investment earnings), Vanguard attempts to eliminate
duplicate mailings to the same address.  When two or more Fund 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, notify our Institutional Division at 1-888-809-8102.
- --------------------------------------------------------------------------------
CONFIRMATION STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO SUMMARY [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND FINANCIAL REPORTS
Mailed in February and August for these Funds.

<PAGE>

31

- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions, and proceeds from the sale of shares.
- --------------------------------------------------------------------------------

MANDATORY CONVERSION TO INVESTOR SHARES

Vanguard European,  Pacific, and Emerging Markets Stock Index Funds each reserve
the right to convert any investor's Institutional Shares into Investor Shares of
the same Fund if the  investor's  account  balance  falls below $10 million.  In
addition,  Vanguard  EAFE  Institutional  Stock Index Fund reserves the right to
redeem and investor's  shares if the investor's  account balance falls below $10
million. Any such conversion or redemption will be preceded by written notice to
the investor. No transaction fee will be imposed on share-class conversions.

<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.

CAPITAL GAINS DISTRIBUTION
Payment to mutual fund  shareholders  of gains  realized on securities  that the
fund has sold at a profit, minus any realized losses.

CASH RESERVES
Cash deposits,  short-term  bank deposits,  and money market  instruments  which
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.

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.

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.

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.

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,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

VOLATILITY
The  fluctuations  in value of a mutual  fund or other  security.  The greater a
fund's volatility, the wider the fluctuations between its high and low prices.

YIELD
Income  (interest  or  dividends)  earned  by  an  investment,  expressed  as  a
percentage of the investment's price.

<PAGE>


                                                    [LOGO]
                                                    [THE VANGUARD GROUP(R) LOGO]

                                                    Institutional Division
                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

FOR MORE INFORMATION
If you'd like more information about
Vanguard International Stock Index
Funds, the following documents are
available free upon request:

ANNUAL/SEMIANNUAL REPORT TO
SHAREHOLDERS
Additional information about the
Funds' investments is available in
the Funds' annual and semiannual
reports to shareholders. In these
reports, you will find a discussion of
the market conditions and
investment strategies that
significantly affected the Funds'
performance during the most recent
fiscal year.

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Funds (there
is a separate SAI for Vanguard
Institutional Developed Foreign
Markets Stock Index Fund,
which is legally a part of Vanguard
STAR Funds).

The current annual and semiannual
reports and each SAI are
incorporated by reference into
(and are thus legally a part of)
this prospectus.

To receive a free copy of the latest
annual or semiannual report or the
SAI, or to request additional
information about the Funds or other
Vanguard funds, please contact us
as follows:

If you are an Individual Investor:
THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900

TELEPHONE:
1-800-662-7447 (SHIP)

TEXT TELEPHONE:
1-800-952-3335

If you are a client of Vanguard's
Institutional Division:
THE VANGUARD GROUP
INSTITUTIONAL INVESTOR
INFORMATION DEPARTMENT
P.O. BOX 2900
VALLEY FORGE, PA 19482-2900

TELEPHONE:
1-888-809-8102

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 Funds
(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 1-800-SEC-0330. Reports and
other information about the Funds
are also available on the SEC's
website (www.sec.gov), or you can
receive copies of this information,
for a fee, by writing the Public
Reference Section, Securities and
Exchange Commission, Washington,
DC 20549-6009.

Funds' Investment Company Act
file number: 811-5972 (811-3919) for
Institutional Developed Foreign
Markets Stock Index Fund)

(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing Corporation,
Distributor.

IxxxN-04/28/2000


<PAGE>

                                     PART B

                  VANGUARD(R) INTERNATIONAL EQUITY INDEX FUNDS
                                   (THE TRUST)

                       STATEMENT OF ADDITIONAL INFORMATION

                                 APRIL 28, 2000

     This Statement is not a prospectus,  but should be read in conjunction with
the Trust's current  Prospectuses (dated April 28, 2000). To obtain 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(SHIP)

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
DESCRIPTION OF THE FUNDS.....................................................B-1
INVESTMENT POLICIES..........................................................B-3
FUNDAMENTAL INVESTMENT LIMITATIONS...........................................B-8
SHARE PRICE..................................................................B-9
PURCHASE OF SHARES..........................................................B-10
REDEMPTION OF SHARES........................................................B-10
MANAGEMENT OF THE FUNDS.....................................................B-10
PORTFOLIO TRANSACTIONS......................................................B-14
TOTAL RETURN................................................................B-14
COMPARATIVE INDEXES.........................................................B-16
FINANCIAL STATEMENTS........................................................B-17

                            DESCRIPTION OF THE FUNDS

ORGANIZATION

     The  Trust  was  organized  as a  Maryland  corporation  in  1989,  and was
reorganized  as  a  Delaware   business  trust  in  July,  1998.  Prior  to  its
reorganization  as a Delaware  business  trust,  the Trust was known as Vanguard
International  Equity Index Fund,  Inc. 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. It currently offers the following funds:

                            European Stock Index Fund
                             Pacific Stock Index Fund
                         Emerging Markets Stock Index Fund

                 (individually, a Fund; collectively, the Funds)

     Each of the Funds  offers  two  classes  of  shares,  Investor  Shares  and
Institutional Shares. Institutional Shares of a Fund are available only to those
investing at least $10 million in the Fund.

     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 or
share class may issue.

SERVICE PROVIDERS

     CUSTODIAN.  Brown  Brothers  Harriman  &  Co.,  40  Water  Street,  Boston,
Massachusetts 02109 serves as the Funds' custodian. The custodian is responsible
for  maintaining  each  Fund's  assets and keeping all  necessary  accounts  and
records of Fund assets.

                                      B-1
<PAGE>


     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers LLP, 30 South 17th Street,
Philadelphia,  Pennsylvania 19103, serves as the Funds' independent accountants.
The  accountants  audit  financial  statements  for the Funds 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 FUNDS' SHARES

     RESTRICTIONS  ON HOLDING OR DISPOSING OF SHARES.  There are no restrictions
on the right of shareholders  to retain or dispose of each Fund's shares,  other
than the possible  future  termination of a Fund. The Funds 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, the Funds will continue indefinitely.

     SHAREHOLDER  LIABILITY.  The Trust is 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 fund shareholder 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 a 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  shareholders of the Fund (or class) according to the number
of shares of such Fund (or class) 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  are  entitled  to vote on a matter if: (i) a
shareholder  vote is required  under the 1940 Act;  (ii) the matter  concerns an
amendment of 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  written  request of  shareholders
representing 10% or more of the fund's net assets, and to change any fundamental
policy of the fund.  Fund  shareholders  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. However,  only the shares of
a Fund  affected by a  particular  matter are  entitled to vote on that  matter.
Voting rights are non-cumulative and cannot be modified without a majority vote.

     LIQUIDATION RIGHTS. In the event of Fund liquidation,  shareholders will be
entitled to receive a pro rata share of the applicable Fund's net assets.

     PREEMPTIVE RIGHTS. There are no preemptive rights associated with shares of
each Fund.

     CONVERSION  RIGHTS.  Shareholders  of a Fund may convert  their shares into
another  clss of  shares  of the same  Fund  upon the  satisfaction  of any then
applicable eligibility requirements.

     REDEMPTION  PROVISIONS.  The Funds' redemption  provisions are described in
their  current  prospectuses  and  elsewhere  in this  Statement  of  Additional
Information.

     SINKING FUND PROVISIONS. The Funds have no sinking fund provisions.

     CALLS OR ASSESSMENTS.  Each Fund's shares,  when issued, are fully paid and
non-assessable.

TAX STATUS OF THE FUNDS

     Each Fund  intends 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 on income and capital gains  distributed
to shareholders. In order to preserve its tax status, each Fund 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


                                      B-2
<PAGE>

net  tax-exempt  income  and net  long-term  capital  gains,  will be taxable to
shareholders  as ordinary  income.  In  addition,  the 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 following policies  supplement the investment policies set forth in the
Funds' Prospectuses.

     FOREIGN  INVESTMENTS.  Each Fund  invests  virtually  all of its  assets in
foreign securities under normal  circumstances.  Investors should recognize that
investing  in  securities  of  foreign   companies   involves   certain  special
considerations  which  are  not  typically  associated  with  investing  in U.S.
companies. The stocks of foreign companies are frequently denominated in foreign
currencies,  and the Funds may  temporarily  hold  uninvested  reserves  in bank
deposits in foreign currencies. As such, the Funds 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 the Funds permit them to enter into forward  foreign
currency exchange  contracts in order to hedge 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.

     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 the Funds will endeavor to achieve most favorable  execution costs
in  their  portfolio  transactions,  fixed  commissions  on many  foreign  stock
exchanges are generally higher than negotiated 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 a fund
that invests primarily in domestic securities.

     Certain foreign  governments  levy  withholding  taxes against dividend and
interest  income.  Although  in some  countries  a  portion  of these  taxes are
recoverable,  the non-recovered portion of foreign withholding taxes will reduce
the income  received from the companies  comprising  the Funds.  However,  these
foreign  withholding taxes are not expected to have a significant  impact on the
Funds,  since  each Fund seeks  long-term  capital  appreciation  and any income
should be considered incidental.

     Over the last decade,  aggregate growth in international  stock markets has
considerably  outpaced that of the U.S. stock market.  Almost  two-thirds of the
world's equity market capitalization now lies outside the United States.

     As of  December  31,  1999 the total  market  capitalization  of the Morgan
Stanley Capital  International World Stock Market Index was $15.8 trillion.  The
major countries and regions comprising the Index are as follows:

                                                PERCENT OF WORLD
                                                ----------------
                                              INDEX CAPITALIZATION
                                              --------------------
            United States                               50%
            Canada                                       2
            Japan                                10
            Other Pacific Basin                   3
                                                 --
            Total Pacific Basin                         13
            Europe                                      35
                                                        ==
                                                       100%

                                      B-3
<PAGE>


     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
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 nonequity 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 stock) 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 the Funds may make or enter into will
be subject to the special currency rules described above.

     Foreign Tax Credit. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign  securities.  Foreign governments may also
impose taxes on other payments or gains with respect to foreign securities.  If,
at the close of its  fiscal  year,  more than 50% of a Fund's  total  assets are
invested in  securities of foreign  issuers,  the Fund may elect to pass through
foreign  taxes paid,  and  thereby  allow  shareholders  to take a tax credit or
deduction on their tax returns.  If  shareholders  meet certain  holding  period
requirements  with  respect  to Fund  shares,  an  offsetting  tax credit may be
available. If shareholders do not meet the holding period requirements, they may
still be entitled to a deduction for certain  foreign  taxes.  In either case, a
shareholder's  tax statement will show more taxable income or capital gains than
were  actually  distributed  by the Fund,  but will also show the  amount of the
available offsetting credit or deduction.

     A  shareholder  that is a  nonresident  alien for U.S.  tax purposes may be
subject to adverse U.S. tax consequences.  For example, dividends and short-term
capital  gains  paid by the Fund  will  generally  be  subject  to U.S.  federal
withholding tax at a rate of 30% (or lower treaty rate if  applicable).  Foreign
investors  are  urged to  consult  their tax  advisers  regarding  the U.S.  tax
treatment of ownership of shares in the Funds.

     REPURCHASE  AGREEMENTS.  Each  Fund,  along  with the other  members of The
Vanguard  Group,  may invest in repurchase  agreements  with  commercial  banks,
brokers, or  dealers  to  generate  income  from its  excess  cash  balances.  A
repurchase  agreement is an agreement under which a Fund acquires a fixed-income
security  (generally  a  security  issued  by the U.S.  Government  or an agency
thereof,  a banker's  acceptance  or a  certificate  of deposit)  from a seller,
subject to resale to the seller at an agreed upon price and date (normally,  the
next   business   day).  A  repurchase   agreement  may  be  considered  a  loan
collateralized by securities.  The resale price reflects an agreed upon interest
rate  effective for the period the instrument is held by a Fund and is unrelated
to the interest rate on the underlying  instrument.  In these transactions,  the
securities  acquired by a Fund (including  accrued interest earned thereon) must
have a total value in excess of the value of the  repurchase  agreement  and are
held by a custodian bank until repurchased.  In addition,  the Board of Trustees
will monitor the Funds'  repurchase  agreement  transactions  generally and will
establish  guidelines  and standards for review of the  creditworthiness  of any
bank, broker or dealer party to a repurchase agreement with a Fund.

     The use of repurchase  agreements  involves certain risks. For example,  if
the other party to the agreement  defaults on its  obligation to repurchase  the
underlying security at a time when the value of the security has

                                      B-4
<PAGE>

declined,  the Fund may incur a loss upon  disposition  of the security.  If the
other party to the agreement  becomes  insolvent and subject to  liquidation  or
reorganization  under the  Bankruptcy  Code or other laws, a court may determine
that the  underlying  security is collateral for a loan by a Fund not within the
control of the Fund and therefore the Fund may not be able to  substantiate  its
interest in the underlying  security and may be deemed an unsecured  creditor of
the other party to the agreement. While the Fund's management acknowledges these
risks,  it is expected that they can be controlled  through  careful  monitoring
procedures.

     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 Fund's books.

     Each Fund may invest in restricted, privately placed securities that, under
the  Commission's  rules,  may be sold only to qualified  institutional  buyers.
Because these securities can be resold only to qualified  institutional  buyers,
they may be considered illiquid securities--meaning that they could be difficult
for the 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 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.  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 and  Regulations
or  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
each  Fund  will  comply  with all  other  applicable  regulatory  requirements,
including the rules of the New York Stock 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 Board of Trustees.

     At the  present  time,  the Staff of the  Commission  does not object if an
investment  company pays  reasonable  negotiated  fees in connection with loaned
securities,  so long as such  fees  are set  forth  in a  written  contract  and
approved by the investment company's Trustees.  In addition,  voting rights pass
with the loaned  securities,  but if a material  event will occur  affecting  an
investment on loan, the loan must be called and the securities voted.

     VANGUARD INTERFUND LENDING PROGRAM.  The Commission has issued an exemptive
order  permitting  the 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

                                      B-5
<PAGE>

Vanguard funds are responsible  for ensuring that the interfund  lending program
operates in compliance with all conditions of the Commission's exemptive order.

     FUTURES  CONTRACTS,  OPTIONS ON FUTURES  CONTRACTS,  WARRANTS,  CONVERTIBLE
SECURITIES  AND SWAP  AGREEMENTS.  Each Fund may enter into  futures  contracts,
warrants,  options  on  futures  contracts,   convertible  securities, and  swap
agreements for the purpose of remaining fully invested and reducing  transaction
costs.  Futures  contracts provide for the future sale by one party and purchase
by another  party of a  specified  amount of a specific  security at a specified
future time and at a specified price.  Futures  contracts which are standardized
as to maturity date and underlying  financial  instrument are traded on national
futures  exchanges.  The  Fund's  trading of futures  contracts  and  options is
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.

     Each  Fund will  "under  normal  circumstances"  invest at least 80% of its
assets in stocks  represented in its respective  index.  However,  each Fund has
given  itself the  flexibility  to invest up to 50% of its assets in futures and
options  under other than normal  circumstances.  Any  investment in futures and
options over 20% of a Fund's assets would be made in emergency  situations,  for
short-term purposes. Each Fund would normally remain 80% invested in stocks that
represent its respective index.

     Although  futures  contracts  by their  terms call for actual  delivery  or
acceptance of the underlying securities,  in most cases the contracts are closed
out before the settlement date without the making or taking of delivery. Closing
out an open futures position is done by taking an opposite position  ("buying" a
contract  which has previously  been "sold," or "selling" a contract  previously
"purchased")  in an identical  contract to  terminate  the  position.  Brokerage
commissions are incurred when a futures contract is closed.

     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
deposits  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 Fund
expects to earn interest income on its margin deposits.

     Each  Fund  will  use  futures  contracts  and  options  to  simulate  full
investment  in the  underlying  index while  retaining  a cash  balance for Fund
management purposes.

     Regulations  of the CFTC  applicable  to the Fund  require  that all of its
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 Fund's
portfolio.  Each Fund will only sell futures contracts to protect  securities it
owns against price declines or purchase contracts to protect against an increase
in the price of securities  it intends to purchase.  As evidence of this hedging
interest,  the Fund  expects  that  approximately  75% of its  futures  contract
purchases will be "completed," that is, equivalent amounts of related securities
will have been  purchased  or are  being  purchased  by a Fund upon sale of open
futures contracts.

     Although  techniques other than the sale and purchase of futures  contracts
could be used to control a Fund's  exposure to market  fluctuations,  the use of
futures contracts may be a more effective means of hedging this exposure.  While
each Fund will incur commission expenses in closing out futures positions, these
costs are lower than transaction  costs incurred in the purchase and sale of the
underlying securities.

     Restrictions  on the Use of Futures  Contracts.  A 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 the market
value of a Fund's total assets.

                                      B-6
<PAGE>

     Risk Factors in Futures Transactions. Positions in futures contracts may be
closed  out only on an  exchange  which  provides  a  secondary  market for such
futures.  However, there can be no assurance that a liquid secondary market will
exist for any particular futures contract at any specific time. Thus, it may not
be  possible  to  close a  futures  position.  In the  event  of  adverse  price
movements,  a 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. In addition,  a Fund may be
required to make delivery of the  instruments  underlying  futures  contracts it
holds.  The inability to close options and futures  positions also could have an
adverse impact on the ability to effectively hedge the Fund.

     A 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 extremely
high degree of leverage  involved in futures pricing.  As a result, a relatively
small  price  movement  in a  futures  contract  may  result  in  immediate  and
substantial loss (as well as gain) to the investor.  For example, if at the time
of purchase,  10% of the value of the futures contract is deposited as margin, a
subsequent  10% decrease in the value of the futures  contract would result in a
total  loss of the margin  deposit,  before any  deduction  for the  transaction
costs,  if the account  were then closed out. A 15%  decrease  would result in a
loss equal to 150% of the original  margin  deposit if the contract  were closed
out.  Thus,  a purchase  or sale of a futures  contract  may result in losses in
excess of the amount  invested  in the  contract.  However,  because the futures
strategies  of each Fund are engaged in only for hedging  purposes,  the adviser
does  not  believe  that a Fund is  subject  to the  risks  of  loss  frequently
associated  with futures  transactions.  A Fund would  presumably have sustained
comparable losses if, instead of the futures  contracts,  it had invested in the
underlying financial instrument and sold it after the decline.

     Utilization of futures  transactions  by each Fund does involve the risk of
imperfect or no correlation  where the securities  underlying  futures contracts
have different maturities than the portfolio securities being hedged. 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 the 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.  Additionally,  investments in futures and options involve the risk that
the investment  adviser will incorrectly  predict stock market and interest rate
trends.

     Most futures exchanges limit the amount of fluctuation permitted in futures
contract  prices during a single  trading day. The daily limit  establishes  the
maximum  amount that the price of a futures  contract may vary either up or down
from the previous day's settlement  price at the end of a trading session.  Once
the daily limit has been reached in a particular type of contract, no trades may
be made on that day at a price beyond that limit.  The daily limit  governs only
price  movement  during a particular  trading day and  therefore  does not limit
potential  losses,  because the limit may prevent the liquidation of unfavorable
positions.  Futures contract prices have  occasionally  moved to the daily limit
for  several  consecutive  trading  days  with  little  or no  trading,  thereby
preventing  prompt  liquidation of futures positions and subjecting some futures
traders to substantial losses.

     Swap Agreements. Swap agreements are contracts in which one party agrees to
make  payments  to the other  party  based on the  change  in market  value of a
specified index or asset. In return,  the other party agrees to make payments to
the first  party based on the return of a  different  specified  index or asset.
Although  swap  agreements  entail  the risk that a party  will  default  on its
payment  obligations  thereunder,  the Funds will minimize this risk by entering
into agreements  that mark to market no less  frequently  than  quarterly.  Swap
agreements  also  bear  the  risk  that a Fund  will  not be able  to  meet  its
obligation  to the  counterparty.  This risk will be mitigated by investing  the
Fund in the specific asset for which it is obligated to pay a return.

     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

                                      B-7
<PAGE>


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.  A 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 a 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, gains from the sale of securities or of
foreign currencies,  or other income derived with respect to the Fund's business
of investing in 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 Fund's other  investments and shareholders will be advised
on the nature of the transactions.

                       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 the affected Fund's shares. For these purposes, a "majority" of
shares  means  shares  representing  the lesser of: (i) 67% or more of the votes
cast to approve a change,  so long as shares  representing  more than 50% of the
Fund's net asset value are present or  represented  by proxy;  or (ii) more than
50% of the Fund's net asset value.

     ASSESSABLE SECURITIES. Each Fund may not invest in assessable securities or
securities involving unlimited liability on the part of the holders thereof.

     BORROWING.  Each  Fund  may not  borrow  money,  except  for  temporary  or
emergency purposes in an amount not exceeding 15% of the Fund's net assets. Each
Fund may borrow money through banks,  or Vanguard's  interfund  lending  program
only, and must comply with all applicable regulatory  conditions.  Each Fund may
not make any additional  investments whenever its outstanding  borrowings exceed
5% of net assets.

     COMMODITIES. Each Fund may not invest in commodities, except that each Fund
may invest in stock  futures  contracts,  stock  options,  and  options on stock
futures contracts. Under normal circumstances, no more than 5% of a Fund's total
assets may be used as initial margin deposit for futures contracts,  and no more
than 20% of a Fund's  total  assets  may be  invested  in 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.

     ILLIQUID  SECURITIES.  Each  Fund may not  acquire  any  security  if, as a
result, more than 15% of its net assets would be invested in securities that are
illiquid.

     INDUSTRY CONCENTRATION. Each Fund may not invest more than 25% of its total
assets in any one industry.

     INVESTING  FOR  CONTROL.  Each Fund may not  invest  in a  company  for the
purpose of controlling its management.

     INVESTMENT  COMPANIES.  Each 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.  Each Fund may not lend  money to any  person  except by  purchasing
fixed  income  securities,  entering  into  repurchase  agreements,  lending its
portfolio securities, or through Vanguard's interfund lending program.

                                      B-8
<PAGE>

     MARGIN.  Each Fund may not purchase securities on margin or sell securities
short,  except as  permitted  by the  Funds'  investment  policies  relating  to
commodities.

     OIL, GAS, MINERALS.  Each Fund may not invest in oil, gas, or other mineral
exploration or development programs.

     PLEDGING  ASSETS.  Each Fund may not pledge, mortgage, or hypothecate  more
than 15% of its net assets.

     REAL ESTATE. Each 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.  Each Fund may not issue senior  securities,  except in
compliance with the 1940 Act.

     UNDERWRITING.  Each 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.

     None  of  these  limitations  prevents  a Fund  from  participating  in The
Vanguard Group (Vanguard).  Because each Fund is a member of Vanguard, each Fund
may own securities issued by Vanguard, make loans to Vanguard, and contribute to
Vanguard's  costs or other financial  requirements.  See Management of the Funds
for more information.

     The  investment  limitations  set forth  above are  considered  at the time
investment securities are purchased.  If a percentage  restriction is adhered to
at the time the  investment is made, a later  increase in  percentage  resulting
from a change in the market  value of assets will not  constitute a violation of
such restriction.

                                   SHARE PRICE

     Each Fund's share price,  or "net asset value" per share,  is calculated by
dividing the net assets  attributable to each share class by the total number of
shares  outstanding for that class.  The net asset value is determined as of the
regular close of the New York Stock Exchange  (generally 4:00 p.m. Eastern time)
on each day 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 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 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.

     Foreign  securities are valued at the last quoted sales price,  or the most
recently   determined  closing  price  calculated   according  to  local  market
convention, available at the time a Fund is valued. Prices are obtained from the
broadest and most representative market on which the securities trade. If events
which  materially  affect the value of each Fund's  investments  occur after the
close of the securities  markets on which such securities are primarily  traded,
those  investments  may be valued by such methods as the Board of Trustees deems
in good faith to reflect fair value.

     In  determining  the  Fund's  net asset  value per  share,  all  assets and
liabilities  initially  expressed in foreign  currencies  will be converted into
U.S.  dollars using the  officially  quoted daily  exchange rates used by Morgan
Stanley Capital  International in calculating various benchmarking indexes. This
officially quoted exchange rate may be determined prior to or after the close of
a particular  securities market. If such quotations are not available,  the rate
of exchange will be determined in accordance  with policies  established in good
faith by the Board of Trustees.

                                      B-9
<PAGE>

     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 Index Funds.

                               PURCHASE OF SHARES

     Each Fund  reserves  the right in its sole  discretion  (i) to suspend  the
offerings of its shares,  (ii) to reject purchase orders when in the judgment of
management  such  rejection is in the best  interests of the Fund,  and (iii) to
reduce or waive the minimum  investment for or any other restrictions on initial
and  subsequent  investments  as well as redemption  fees for certain  fiduciary
accounts or under circumstances where certain economies can be achieved in sales
of the Fund's 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 rules of the  Commission as a
result of which it is not  reasonably  practicable  for the Fund to  dispose  of
securities  owned by it, or fairly to  determine  the value of its  assets,  and
(iii) for such other periods as the Commission may permit.

     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 from the European and Pacific
Funds.  There is a 1% redemption fee charged for  redemptions  from the Emerging
Markets Fund.  The  redemption fee is paid to the Fund to reimburse the Fund for
transaction costs it incurs while  liquidating  securities in order to meet fund
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.

TRADING SHARES THROUGH CHARLES SCHWAB

     Each Fund has authorized  Charles Schwab & Co., Inc.  (Schwab) to accept on
its behalf  purchase and redemption  orders under certain terms and  conditions.
Schwab is also authorized to designate other  intermediaries  to accept purchase
and  redemption  orders  on each  Fund's  behalf  subject  to  those  terms  and
conditions. Under this arrangement,  each Fund will be deemed to have received a
purchase or redemption order when Schwab or, if applicable,  Schwab's authorized
designee,  accepts  the  order in  accordance  with  each  Fund's  instructions.
Customer  orders that are  properly  transmitted  to each Fund by Schwab,  or if
applicable, Schwab's authorized designee, will be priced as follows:

     Orders  received by Schwab before 3 p.m.  Eastern time on any business day,
will be sent to  Vanguard  that day and your  share  price will be based on each
Fund's  net asset  value  calculated  at the close of trading  that day.  Orders
received by Schwab after 3 p.m.  Eastern  time,  will be sent to Vanguard on the
following  business  day and your share  price will be based on each  Fund's net
asset value calculated at the close of trading that day.



                            MANAGEMENT OF THE FUNDS

OFFICERS AND TRUSTEES

     The  officers  of  each  Fund  manage  its  day-to-day  operations  and are
responsible to the Fund's Board of Trustees. The Trustees set broad policies for
the Funds and choose its  officers.  The following is a list of the 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
also serves as a Director of The Vanguard Group,  Inc., and as a Trustee of each
of the funds  administered by Vanguard.  The mailing address of the Trustees and
officers of the Funds is Post Office Box 876, Valley Forge, PA 19482.

                                      B-10
<PAGE>



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.

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.

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 Gestinova,  Baker Fentress & Co. (Investment  Management),
The Jeffrey Co. (Holding 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).

JOHN C. SAWHILL,  (DOB: 6/12/1936) Trustee President and Chief Executive Officer
of The Nature Conservancy  (Non-Profit  Conservation Group); Director of Pacific
Gas   and   Electric   Co.,    Procter   &   Gamble   Co.,   NACCO    Industries
(Machinery/Coal/Appliances),  and Newfield  Exploration Co. (Energy);  formerly,
Director  and  Senior  Partner  of  McKinsey & Co.,  and  President  of New York
University.

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 of Rohm & Haas Co.
(Chemicals); Director of Cummins Engine Co.(Diesel Engine Company), and The Mead
Corp. (Paper Products); 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.

ROBERT D. SNOWDEN,  (DOB: 9/4/1961) Controller* Principal of The Vanguard Group,
Inc.; Controller 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 certain Vanguard 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 net 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.

                                      B-11

<PAGE>


     The Funds' 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  adheres to a Code of Ethics  established  pursuant  to Rule 17j-1
under the 1940 Act.  The Code is  designed  to  prevent  unlawful  practices  in
connection  with the purchase or sale of securities by persons  associated  with
Vanguard.  Under  Vanguard's  Code of Ethics  certain  officers and employees of
Vanguard who are  considered  access persons are permitted to engage in personal
securities  transactions.  However,  such transactions are subject to procedures
and  guidelines  similar  to,  and in many cases more  restrictive  than,  those
recommended by a blue ribbon panel of mutual fund industry executives.

     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 has invested are adjusted from time to time
in order to maintain the proportionate relationship between each fund's relative
net assets and its contribution to Vanguard's capital.  The Amended and Restated
Funds' Service Agreement  provides that each Vanguard fund may be called upon to
invest up to 0.40% of its current net assets in  Vanguard  as  contributions  to
Vanguard's  capitalization.  At December  31,  1999,  each Fund had  contributed
capital to Vanguard  representing  0.xx% of each  Fund's net  assets.  The total
amount  contributed  by the  Funds was  $x,xxx,xxx,  which  represented  x.x% of
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 20/100 of 1% of its  average
month-end net assets.  Expenses paid to Vanguard for marketing and  distribution
activities  will be  allocated  to the class of shares of each Fund on behalf of
which the expenses were incurred by making such  allocations to each share class
as if each such class were a separate  Vanguard fund.  Expenses  associated with
Vanguard's  provision of shareholder  account services will be allocated to each
share class on the basis of the amount incurred by each share class.

     During the fiscal years ended December 31, 1997,  1998, and 1999, the Funds
incurred the following  approximate  amounts of The Vanguard Group's  management
(including transfer agency), distribution, and marketing expenses.

     FUND                                      1997        1998        1999
     ----                                      ----        ----        ----
     European Stock Index Fund ......... $4,979,000  $7,906,000  $x,xxx,000
     Pacific Stock Index Fund ..........  2,737,000   2,932,000   x,xxx,000
     Emerging Markets Stock Index Fund .  2,410,000   2,036,000   x,xxx,000

INVESTMENT ADVISORY SERVICES

     Investment   advisory   services   to  the   Funds  are   provided   on  an
"internalized,"  at-cost basis from an experienced  investment  management staff
employed directly by Vanguard. The compensation and other expenses of this staff
are paid by the Vanguard funds utilizing these services.


                                      B-12
<PAGE>


     During the fiscal years ended December 31, 1997,  1998, and 1999, the Funds
incurred  expenses  for  investment   advisory  services  of  approximately  the
following amounts:

     FUND                                         1997     1998     1999
     ----                                         ----     ----     ----
     European Stock Index Fund ..............  $23,000  $47,000  $xx,000
     Pacific Stock Index Fund ...............   23,000   47,000   xx,000
     Emerging Markets Stock Index Fund ......   23,000   47,000   xx,000

TRUSTEE COMPENSATION

     The same  individuals  serve as  Trustees of all  Vanguard  funds (with two
exceptions,  which are noted in the table appearing 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 The
Vanguard Group, Inc., not the funds.

     INDEPENDENT TRUSTEES. The funds compensate their independent Trustees--that
is, the ones who are not also officers of the fund--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.

     "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 Funds 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 INTERNATIONAL EQUITY INDEX FUNDS
                               COMPENSATION TABLE


<TABLE>
<CAPTION>
<S>                     <C>             <C>                  <C>                <C>
                                           PENSION OR                                 TOTAL
                         AGGREGATE         RETIREMENT                             COMPENSATION
                        COMPENSATION    BENEFITS ACCRUED                        FROM ALL VANGUARD
                         FROM THESE     AS PART OF THESE     ESTIMATED ANNUAL     FUNDS PAID TO
                            FUNDS        FUNDS' EXPENSES      BENEFITS UPON          TRUSTEES
  NAMES OF TRUSTEES          (1)               (1)              RETIREMENT              (2)
- ----------------------------------------------------------------------------------------------------
John C. Bogle(3)             None             None                 None                 None
John J. Brennan              None             None                 None                 None
JoAnn Heffernan Heisen       $xxx              $xx              $xx,000              $xx,000
Bruce K. MacLaury            $xxx              $xx              $xx,000              $xx,000
Burton G. Malkiel            $xxx              $xx              $xx,000              $xx,000
Alfred M. Rankin, Jr.        $xxx              $xx              $xx,000              $xx,000
John C. Sawhill              $xxx              $xx              $xx,000              $xx,000
James O. Welch, Jr.          $xxx              $xx              $xx,000              $xx,000
J. Lawrence Wilson           $xxx              $xx              $xx,000              $xx,000
</TABLE>
- ---------
(1)  The amounts  shown in this column are based on the Funds' fiscal year ended
     December 31, 1999.
(2)  The amounts reported in this column reflect the total  compensation paid to
     each Trustee for his or her service as Trustee of 103  Vanguard  funds (102
     in the case of Mr.  Malkiel;  93 in the case of Mr.  MacLaury) for the 1999
     calendar year.
(3)  Mr. Bogle has retired from the Funds' Board, effective December 31, 1999.



                                      B-13
<PAGE>


                             PORTFOLIO TRANSACTIONS

     In placing  portfolio  transactions,  each Fund uses 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  are  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  will be given to
those brokers which supply statistical information and provide other services in
addition to execution services to the Funds.

     For the fiscal years ended  December 31, 1997,  1998,  and 1999,  the Funds
paid the following approximate amounts in brokerage commissions.


     FUND                                      1997        1998        1999
     ----                                      ----        ----        ----
     European Stock Index Fund ......... $1,522,078  $4,485,241  $x,xxx,000
     Pacific Stock Index Fund ..........    604,509     370,127     xxx,000
     Emerging Markets Stock Index Fund .  2,301,691     987,240     xxx,000


                                  TOTAL RETURN

     The average  annual  total  return of each Fund for the one- and  five-year
periods ended December 31, 1999 and since its inception are set forth below:

                                    1 YEAR ENDED   5 YEARS ENDED     SINCE
FUND                                 12/31/1999      12/31/1999    INCEPTION*
- ----                                 ----------      ----------    ----------
European Stock Index Fund .........    xx.xx%          xx.xx%        xx.xx%
Pacific Stock Index Fund ..........    xx.xx%          xx.xx%        xx.xx%
Emerging Markets Stock Index Fund .    xx.xx%          xx.xx%        xx.xx%

- ---------
*June 18, 1990 for European and Pacific  Stock Index Funds,  and May 4, 1994 for
 Emerging Markets Stock Index Fund.


     These  performance  figures have been  adjusted for the Funds'  transaction
fees but do not reflect their annual account  maintenance fee of $10. The Funds'
transaction fees were as follows:

FUND                               PURCHASE FEES               REDEMPTION FEES
- ----                               -------------               ---------------
European Stock Index    0.5% (beginning 11/3/1997)
Fund                    1.0% (from 6/18/1990 to 11/2/1997)           None

Pacific Stock Index     0.5% (beginning 1/1/1997)
Fund                    1.0% (from 6/18/1990 to 12/31/1996)          None

Emerging Markets Stock  1.0% (beginning 11/3/1997)
Index Fund              1.5% (from 1/1/1997 to 11/2/1997)
                        2.0% (from 5/4/1994 to 12/31/1996)           1.0%


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 the Fund, all
ended on the last day of a recent month.  Average annual total return quotations
will  reflect  changes  in the price of the 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):

                                      B-14
<PAGE>

                              T = (ERV/P)1/N - 1

     Where:

          T   =average annual total return
          P   =a hypothetical initial investment of $1,000
          n   =number of years
          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 Fund's  average annual  after-tax  total return by finding
the  average  annual  compounded  rate of return  over the 1-, 5-,  and  10-year
periods that would equate the initial  amount  invested to the after-tax  value,
according to the following formulas:

                                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 1-, 5-, or 10-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 Fund 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 Fund 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 all 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 the 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 Fund's 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):

                                      B-15
<PAGE>

                                 C = (ERV/P) - 1

     Where:

          C   =cumulative total return
          P   =a hypothetical initial investment of $1,000
          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

                               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.

     The  funds  may  use one or more of the  following  unmanaged  indexes  for
comparative performance purposes:

SELECT  EMERGING  MARKETS FREE  INDEX--is an  unpublished  index which  includes
common  stocks of  companies  located in 13 emerging  markets and the  developed
countries of Hong Kong and Singapore.

MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA,  FAR EAST INDEX--is an
arithmetic,  market  value-weighted  average  of the  performance  of over 1,000
securities  listed on the stock  exchanges of  countries  in Europe,  Australia,
Asia, and the Far East.

MORGAN STANLEY CAPITAL INTERNATIONAL EMERGING MARKETS FREE INDEX--an arithmetic,
market  value-weighted  average of the  performance of securities  listed on the
stock exchanges of 22 developing countries.

TOTAL  INTERNATIONAL  COMPOSITE INDEX--a Vanguard maintained index that combines
the Morgan Stanley  Capital  International  EAFE Index with the Select  Emerging
Markets Free Index on a market value-weighted basis.

FT-ACTUARIES  WORLD  INDEX--includes  approximately  2,400  securities  from  24
countries including the U.S.

FT-ACTUARIES EURO-PACIFIC INDEX--a subset of the FT Actuaries World Index, which
excludes companies in the U.S., Canada, Mexico, and South Africa.

SALOMON-RUSSELL  PRIMARY MARKET INDEX--consists of the approximately 700 largest
stocks within 23 countries.

SALOMON-RUSSELL  EXTENDED MARKET  INDEX--consists of approximately  1,000 medium
and small capitalization stocks from 23 countries.

SALOMON-RUSSELL  BROAD MARKET  INDEX--consists  of all of the stocks  within the
Primary Market Index and the Extended Market Index.

RUSSELL UNIVERSE OF NON-U.S.  EQUITY PORTFOLIOS--a universe of separate accounts
and pooled funds  available  to U.S.  investors,  which invest in  international
equities.

RUSSELL  UNIVERSE OF WORLD  EQUITY  PORTFOLIOS--a  universe  of  equity-oriented
global portfolios.

LIPPER  INTERNATIONAL  UNIVERSE--a  universe  of  mutual  funds  that  invest in
international equities.

                                      B-16
<PAGE>

LIPPER  DIVERSIFIED  INTERNATIONAL  UNIVERSE--a  universe  of mutual  funds that
invest in international equities from more than one country.

LIPPER  INTERNATIONAL  AVERAGE--the average return of the portfolios included in
the Lipper International Universe.

LIPPER DIVERSIFIED  INTERNATIONAL  AVERAGE--the average return of the portfolios
included in the Lipper Diversified International Universe.

STANDARD AND POOR'S 500 COMPOSITE STOCK PRICE INDEX--includes stocks selected by
Standard & Poor's Index Committee to include leading companies in leading
industries and to reflect the U.S. stock market.

STANDARD AND POOR'S MIDCAP 400 INDEX--is  composed of 400 medium sized  domestic
stocks.

STANDARD AND 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 AND 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.

WILSHIRE  5000  EQUITY   INDEX--consists   of  more  than  7,000  common  equity
securities,  covering  all  stocks  in the  U.S.  for  which  daily  pricing  is
available.

WILSHIRE 4500 EQUITY  INDEX--consists  of all stocks in the Wilshire 5000 except
for the 500 stocks in the Standard and Poor's 500 Index.

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.

BARING  EMERGING  MARKETS  INDEX--a   diversified  index  of  approximately  250
relatively liquid stocks from 13 emerging market countries.

SALOMON BROTHERS BROAD  INVESTMENT-GRADE  BOND INDEX--is a market-weighted index
that contains approximately 4,700 individually priced investment-grade corporate
bonds  rated BBB or better,  U.S.  Treasury  and  agency  issues,  and  mortgage
pass-through securities.

SHEARSON LEHMAN LONG-TERM  TREASURY BOND INDEX--is composed of all bonds covered
by the Shearson  Lehman Hutton  Treasury Bond Index with maturities of ten years
or greater.

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--65%  Standard  & Poor's  500  Index and 35%  Lehman  Long-Term
Corporate AA or Better Bond Index.

COMPOSITE  INDEX--65%  Lehman Long-Term  Corporate AA or Better Bond Index and a
35% weighting in a blended equity  composite (75% Standard & Poor's/BARRA  Value
Index,  12.5%  Standard  & Poor's  Utilities  Index and 12.5%  Standard & Poor's
Telephone Index).

LEHMAN  LONG-TERM  CORPORATE AA OR BETTER BOND  INDEX--consists  of all publicly
issued,  fixed  rate,  nonconvertible   investment  grade,   dollar-denominated,
SEC-registered corporate debt rated Aa or Aaa.



                              FINANCIAL STATEMENTS

     The Funds'  Financial  Statements as of and for the year ended December 31,
1999, appearing in the Funds' 1999 Annual Report to Shareholders, and the report
thereon of PricewaterhouseCoopers  LLP, independent accountants,  also appearing
therein,   are  incorporated  by  reference  in  this  Statement  of  Additional
Information.  For a more complete discussion of the performance,  please see the
Funds' Annual Report to Shareholders, which may be obtained without charge.


                                      B-17
<PAGE>



                                                                SAI72-04/28/2000


<PAGE>

                                     PART C

                   VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
                               OTHER INFORMATION


ITEM 23. EXHIBITS

(a)    Declaration of Trust**
(b)    By-Laws**
(c)    Reference is made to Articles III and V of the Registrant's Declaration
       of Trust
(d)    Not Applicable
(e)    Investment Advisory Contract**
(f)    Reference is made to the section entitled "Management of the Funds" in
       the Registrant's Statement of Additional Information
(g)    Custodian Agreement+
(h)    Amended and Restated Funds' Service Agreement**
(i)    Legal Opinion**
(j)    Consent of Independent Accountants*
(k)    Not Applicable
(l)    Not Applicable
(m)    Not Applicable
(n)    Not Applicable
(o)    Multiple Class Plan+
 --------------------------
 * To be Filed by Amendment
** Filed previously
 + Filed herewith


ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Registrant is not controlled by or under common control with any person.

ITEM 25. INDEMNIFICATION

The  Registrant's   organizational  documents  contain  provisions  indemnifying
Trustees and officers  against  liability  incurred in their official  capacity.
Article VII,  Section 2 of the Declaration of Trust provides that the Registrant
may  indemnify  and hold  harmless  each and every  Trustee and officer from and
against  any and all  claims,  demands,  costs,  losses,  expenses,  and damages
whatsoever  arising out of or related to the performance of his or her duties as
a Trustee or officer.  However,  this  provision does not cover any liability to
which a Trustee  or  officer  would  otherwise  be  subject by reason of willful
misfeasance,  bad faith,  gross negligence,  or reckless disregard of the duties
involved  in  the  conduct  of  his or her  office.  Article  VI of the  By-Laws
generally provides that the Registrant shall indemnify its Trustees and officers
from  any  liability  arising  out of  their  past or  present  service  in that
capacity.  Among other things,  this provision excludes any liability arising by
reason of willful  misfeasance,  bad faith,  gross  negligence,  or the reckless
disregard  of the duties  involved in the conduct of the  Trustee's or officer's
office with the Registrant.


ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The Vanguard Group, Inc.  (Vanguard) is an investment  adviser  registered under
the Advisers Act. The list required by this Item 26 of officers and directors of
Vanguard, together with any information as to any business profession, vocation,
or employment of a substantial  nature engaged in by such officers and directors
during the past two years, is incorporated  herein by reference from Schedules B
and D of Form ADV filed by Vanguard  pursuant to the  Advisers Act (SEC File No.
801-11953).

                                      C-1
<PAGE>


ITEM 27. PRINCIPAL UNDERWRITERS

(a)    Not Applicable
(b)    Not Applicable
(c)    Not Applicable

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts, and other documents required to be maintained by Section 31
(a) of the Investment  Company Act and the rules promulgated  thereunder will be
maintained  at the  offices of  Registrant;  Registrant's  Transfer  Agent,  The
Vanguard Group,  Inc.,  Valley Forge,  Pennsylvania  19482; and the Registrant's
Custodian, Brown Brothers Harriman & Co., 40 Water Street, Boston, Massachusetts
02109.

ITEM 29. MANAGEMENT SERVICES

Other than as set forth under the description of The Vanguard Group in Part B of
this   Registration   Statement,   the   Registrant   is  not  a  party  to  any
management-related service contract.

ITEM 30. UNDERTAKINGS

Not Applicable


                                      C-2

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of  1940,  the  Registrant  has  duly  caused  this  Post-Effective
Amendment  to this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the Town of Valley  Forge and the
Commonwealth of Pennsylvania, on the 15th day of February, 2000.


                                                 VANGUARD INTERNATIONAL EQUITY
                                                          INDEX FUNDS
                                            BY:_________________________________
                                                          (signature)
                                                         (HEIDI STAM)
                                                       JOHN J. BRENNAN*
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment to the  Registration  Statement has been signed below by the following
persons in the capacities and on the date indicated:


SIGNATURE                     TITLE                           DATE
- --------------------------------------------------------------------------------

By:/S/ JOHN J. BRENNAN        President, Chairman, Chief      February 15, 2000
   ---------------------------  Executive Officer, and Trustee
       (Heidi Stam)
      John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
     JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
      Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*


By:/S/ ALFRED M. RANKIN, JR.  Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
     Alfred M. Rankin, Jr.*


By:/S/ JOHN C. SAWHILL        Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
      John C. Sawhill*


By:/S/ JAMES O. WELCH, JR.    Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
     James O. Welch, Jr.*


By:/S/ J. LAWRENCE WILSON     Trustee                         February 15, 2000
   ---------------------------
       (Heidi Stam)
     J. Lawrence Wilson*


By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         February 15, 2000
   ---------------------------  Financial Officer and
       (Heidi Stam)             Principal Accounting Officer
      Thomas J. Higgins*


*By Power of  Attorney.  See File Number  33-4424,  filed on January  25,  1999.
 Incorporated by Reference.

<PAGE>

                               INDEX TO EXHIBITS

Custodian Agreement ..................................................  Ex-99.BG
Multiple Class Plan ..................................................  Ex-99.BO




<PAGE>


                                                                        EX-99.BG


                              CUSTODIAN AGREEMENT


     THIS  AGREEMENT,  dated  as of July  20,  1999,  between  certain  open-end
management  investment  companies (each investment  company a "Fund")  organized
under the laws of the State of Delaware and  registered  with the Securities and
Exchange  Commission  under the 1940 Act,  on behalf of certain of their  series
(each  series  a  "Series"),  and  BROWN  BROTHERS  HARRIMAN  & CO.,  a  limited
partnership  formed  under  the laws of the  State of New York  (BBH&CO.  or the
CUSTODIAN),


                              W I T N E S S E T H:


     WHEREAS, the Fund wishes to employ BBH&Co. to act as custodian for the Fund
and to provide related services,  all as provided herein, and BBH&Co. is willing
to accept such employment, subject to the terms and conditions herein set forth;


     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
herein contained, the Fund and BBH&Co. hereby agree, as follows:

1.  APPOINTMENT OF CUSTODIAN.  The Fund hereby  appoints  BBH&Co.  as the Fund's
custodian,  and BBH&Co. hereby accepts such appointment.  All Investments of the
Fund  delivered to the Custodian or its agents or  Subcustodians  shall be dealt
with as provided in this Agreement.  The duties of the Custodian with respect to
the Fund's  Investments  shall be set forth  expressly in this Agreement and any
addenda thereto which duties are generally  comprised of safekeeping and various
administrative duties that will be performed in accordance with Instructions and
as reasonably required to effect Instructions.

2.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  OF THE FUND.  The Fund  hereby
represents, warrants and covenants each of the following:

          2.1 This  Agreement  has  been,  and at the time of  delivery  of each
     Instruction such Instruction will have been, duly authorized,  executed and
     delivered by the Fund.  This  Agreement does not violate any Applicable Law
     or conflict  with or  constitute a default  under the Fund's  prospectus or
     other organic document,  agreement,  judgment, order or decree to which the
     Fund is a party or by which it or its Investments is bound. The Fund is and
     will be in  compliance  with  all laws and  regulations  applicable  to its
     operations, investments or activities.

          2.2 By providing an Instruction with respect to the first  acquisition
     of an Investment in a jurisdiction other than the United States of America,
     the Fund shall be deemed to have  confirmed to the Custodian  that the Fund
     has (a) assessed and accepted all material  Country or Sovereign  Risks and
     accepted  responsibility for their occurrence,  (b) made all determinations
     required to be made by the Fund under the 1940 Act, and (iii) appropriately
     and  adequately  disclosed to its  shareholders,  other  investors  and all
     persons who have rights in or to such

<PAGE>

     Investments, all material investment risks, including those relating to the
     custody and  settlement  infrastructure  or the  servicing of securities in
     such jurisdiction.

          2.3 The Fund shall  safeguard and shall solely be responsible  for the
     safekeeping  of  any  testkeys,   identification  codes,  passwords,  other
     security devices or statements of account with which the Custodian provides
     it. In furtherance  and not  limitation of the foregoing,  in the event the
     Fund utilizes any on-line  service  offered by the Custodian,  the Fund and
     the Custodian  shall be fully  responsible for the security of each party's
     connecting  terminal,  access  thereto  and the proper and  authorized  use
     thereof  and  the  initiation  and  application  of  continuing   effective
     safeguards in respect thereof.  Additionally,  if the Fund uses any on-line
     or similar communications service made available by the Custodian, the Fund
     shall be solely  responsible for ensuring the security of its access to the
     service and for the use of the  service,  and shall only  attempt to access
     the  service  and the  Custodian's  computer  systems  as  directed  by the
     Custodian.  If the  Custodian  provides any  computer  software to the Fund
     relating to the services  described in this  Agreement,  the Fund will only
     use the  software for the  purposes  for which the  Custodian  provided the
     software to the Fund, and will abide by the license agreement  accompanying
     the software and any other security  policies which the Custodian  provides
     to the Fund.

3. REPRESENTATION AND WARRANTY OF BBH&CO. BBH&Co. hereby represents and warrants
that this Agreement has been duly authorized,  executed and delivered by BBH&Co.
and does not and  will  not  violate  any  Applicable  Law or  conflict  with or
constitute  a default  under  BBH&Co.'s  limited  partnership  agreement  or any
agreement,  instrument, judgment, order or decree to which BBH&Co. is a party or
by which  it is  bound.  BBH&Co.  also  warrants  that it will  comply  with all
applicable  laws  and  regulations  in  performance  of its  duties  under  this
Agreement.

4.  INSTRUCTIONS.  Unless otherwise  explicitly  indicated herein, the Custodian
shall  perform its duties  pursuant to  Instructions.  As used herein,  the term
INSTRUCTION  shall mean a directive  initiated by the Fund,  acting  directly or
through its board of  directors,  officers or other  Authorized  Persons,  which
directive shall conform to the requirements of this Section 4.

          4.1 AUTHORIZED  PERSONS.  For purposes  hereof,  an AUTHORIZED  PERSON
     shall be a person  or  entity  authorized  to give  Instructions  for or on
     behalf of the Fund by written  notices to the  Custodian  or  otherwise  in
     accordance  with procedures  delivered to the Custodian.  The Custodian may
     treat any  Authorized  Person as having full authority of the Fund to issue
     Instructions hereunder unless the notice of authorization contains explicit
     limitations as to said  authority.  The Custodian shall be entitled to rely
     upon the  authority of  Authorized  Persons  until it receives  appropriate
     written notice from the Fund to the contrary.

<PAGE>

          4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such
     secured or  authenticated  electro-mechanical  means as the Custodian shall
     make available to the Fund from time to time unless the Fund shall elect to
     transmit such  Instruction  in accordance  with  Subsections  4.2.1 through
     4.2.3 of this Section.

               4.2.1 FUND DESIGNATED  SECURED-TRANSMISSION  METHOD. Instructions
          may be  transmitted  through  a secured  or tested  electro-mechanical
          means  identified by the Fund or by an Authorized  Person  entitled to
          give Instruction and  acknowledged  and accepted by the Custodian;  it
          being  understood  that  such   acknowledgment   shall  authorize  the
          Custodian  to receive and process such means of delivery but shall not
          represent  a judgment by the  Custodian  as to the  reasonableness  or
          security of the method determined by the Authorized Person.

               4.2.2 WRITTEN INSTRUCTIONS.  Instructions may be transmitted in a
          writing that bears the manual signature of Authorized Persons.

               4.2.3  OTHER  FORMS  OF  INSTRUCTION.  Instructions  may  also be
          transmitted  by another  means  determined  by the Fund or  Authorized
          Persons and acknowledged and accepted by the Custodian (subject to the
          same  limits as to  acknowledgements  as is  contained  in  Subsection
          4.2.1,  above) including  Instructions given orally or by SWIFT, telex
          or telefax (whether tested or untested).

When an  Instruction  is given  by means  established  under  Subsections  4.2.1
through 4.2.3, it shall be the responsibility of the Custodian to use reasonable
care to  adhere to any  security  or other  procedures  established  in  writing
between the  Custodian and the  Authorized  Person with respect to such means of
Instruction,  but  such  Authorized  Person  shall  be  solely  responsible  for
determining   that  the  particular   means  chosen  is  reasonable   under  the
circumstances. If the Custodian believes that the means chosen are unreasonable,
it shall  promptly  notify an  Authorized  Person.  Oral  Instructions  shall be
binding  upon the  Custodian  only if and  when an  Authorized  Person  provides
Instructions  that  conform  to the  requirements  of this  Section  4. Any Oral
Instructions shall promptly  thereafter be confirmed in writing by an Authorized
Person (which  confirmation  may bear the  facsimile  signature of such Person).
With respect to telefax  Instructions,  the parties agree and  acknowledge  that
receipt of legible  Instructions cannot be assured and that the Custodian cannot
verify  that  authorized  signatures  on telefax  Instructions  are  original or
properly  affixed.  If the Custodian  determines  that a telefax  Instruction is
illegible, the Custodian shall promptly contact an Authorized Person and request
a legible telefax Instruction. Provided the Custodian has exercised the standard
of care required herein with respect to receipt of Proper Instructions including
but not limited to any  applicable  security or  authorization  procedures,  the
Custodian  shall not be liable for losses or expenses  incurred  through actions
taken in reliance on inaccurately stated or unauthorized  telefax  Instructions.
The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds
Transfers  performed in accordance with Instructions.  In the event that a Funds
Transfer Services Agreement is executed between the Fund or an Authorized Person
and the Custodian,  such an agreement  shall comprise a designation of form of a
means of delivering Instructions for purposes of this Section 4.2.

          4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS.  The Authorized  Person
     shall  be   responsible   for   assuring   the  adequacy  and  accuracy  of
     Instructions.  Particularly,  upon any  acquisition or disposition or other
     dealing in the Fund's Investments and upon any delivery and transfer of any
     Investment or moneys, the person initiating such Instruction shall give the
     Custodian  an  Instruction  with  appropriate  detail,  including,  without
     limitation:

<PAGE>

               4.3.1  The  transaction   date  and  the  date  and  location  of
          settlement;

               4.3.2 The specification of the type of transaction;

               4.3.4 A  description  of the  Investments  or moneys in question,
          including, as appropriate,  quantity,  price per unit, amount of money
          to be  received  or  delivered  and  currency  information.  Where  an
          Instruction is communicated by electronic means, or otherwise where an
          Instruction  contains an identifying  number such as a CUSIP, SEDOL or
          ISIN number, the Custodian shall be entitled to rely on such number as
          controlling   notwithstanding  any  inconsistency  contained  in  such
          Instruction,  particularly with respect to Investment description.  If
          the Custodian is aware of such an inconsistency in an Instruction,  it
          shall  give  prompt  notice  of such  inconsistency  to an  Authorized
          Person.

               4.3.5 The name of the broker or  similar  entity  concerned  with
          execution of the transaction.

If the Custodian shall  reasonably  determine that an  Instruction,  including a
telefax Instruction,  is either unclear or incomplete,  the Custodian shall give
prompt notice of such  determination  to the Fund, and the Fund shall  thereupon
amend or otherwise reform such  Instruction.  In such event, the Custodian shall
have no obligation to take any action in response to the  Instruction  initially
delivered until the redelivery of an amended or reformed Instruction.

          4.4 TIMELINESS OF  INSTRUCTIONS.  In giving an  Instruction,  the Fund
     shall take into consideration delays which may occur due to the involvement
     of a Subcustodian  or agent,  differences in time zones,  and other factors
     particular  to a given market,  exchange or issuer.  When the Custodian has
     established  specific  timing  requirements  or  deadlines  with respect to
     particular  classes of Instruction  and the Custodian has notified the Fund
     of such  timing  requirements  and  deadlines,  or when an  Instruction  is
     received by the  Custodian at such a time that it could not  reasonably  be
     expected to have acted on such  Instruction due to time zone differences or
     other  factors  beyond  its  reasonable  control,   the  execution  of  any
     Instruction  received by the Custodian  after such deadline or at such time
     (including any modification or revocation of a previous  Instruction) shall
     be at the risk of the Fund.

     5.  SAFEKEEPING  OF FUND  ASSETS.  The  Custodian  shall  hold  Investments
delivered to it or Subcustodians  for the Fund in accordance with the provisions
of this Section.  The Custodian  will identify the  Investments  on its books as
belonging to each individual  Series. The Custodian shall not be responsible for
(a) the  safekeeping of  Investments  not delivered or that are not caused to be
issued to it or its  Subcustodians;  or, (b)  pre-existing  faults or defects in
Investments  that are  delivered to the  Custodian,  or its  Subcustodians.  The
Custodian or Subcustodian shall give prompt

<PAGE>

notice to the Fund of any  pre-existing  faults or defects  that it is aware of.
The Custodian is hereby authorized to hold with itself or a Subcustodian, and to
record in one or more accounts, all Investments delivered to and accepted by the
Custodian,   any  Subcustodian  or  their  respective   agents  pursuant  to  an
Instruction or in consequence  of any corporate  action.  Each such account is a
"Securities  Account" (as such term is defined in the Uniform Commercial Code as
in effect from time to time in the State of New York (the "UCC")). The Custodian
shall  hold  Investments  for  the  account  of the  Fund  and  shall  segregate
Investments  from  assets  belonging  to  the  Custodian  and  shall  cause  its
Subcustodians to segregate Investments from assets belonging to the Subcustodian
in an account held for the Fund or in an account  maintained by the Subcustodian
generally for non-proprietary assets of the Custodian.

     The parties  acknowledge  that the  Custodian  and  Subcustodians  each are
acting under this Agreement as a "Securities Intermediary" (as such term is used
and defined in the UCC). For the purposes of this Agreement,  the parties hereto
acknowledge  and agree  that (i) any  Investment  held by the  Custodian  or any
Subcustodian  shall  constitute  a  "Financial  Asset" (as such term is used and
defined  in the  UCC),  (ii)  the  Fund  may  at  any  time  issue  one or  more
"Entitlement  Orders" (as such term is used and defined in the UCC) with respect
to the Fund's Investments,  (iii) upon the Custodian's or Subcustodian's receipt
of an Investment for the benefit of the Fund, the Custodian or Subcustodian,  as
the case may be,  shall credit to the Fund a  "Securitiy  Entitlement"  (as such
term is used and  defined  in the UCC),  and (iv) the Fund shall have a Security
Entitlement   with  respect  to  all  Investments   held  by  the  Custodian  or
Subcustodian.

          5.1 USE OF  SECURITIES  DEPOSITORIES.  The  Custodian  may deposit and
     maintain  Investments  in any  Securities  Depository,  either  directly or
     through one or more Subcustodians

<PAGE>

     appointed by the  Custodian.  Investments  held in a Securities  Depository
     shall be held (a) subject to the agreement,  rules,  statement of terms and
     conditions or other document or conditions effective between the Securities
     Depository and the Custodian or the  Subcustodian,  as the case may be, and
     (b) in an  account  for  the  Fund  or in bulk  segregation  in an  account
     maintained  for the  non-proprietary  assets  of the  entity  holding  such
     Investments  in  the  Depository.  If  market  practice  or the  rules  and
     regulations  of  the  Securities  Depository  prevent  the  Custodian,  the
     Subcustodian  or (any agent of either)  from  holding its client  assets in
     such a separate  account,  the Custodian,  the  Subcustodian or other agent
     shall as appropriate  segregate such Investments for benefit of the Fund or
     for benefit of clients of the Custodian generally on its own books.

          5.2  CERTIFICATED  ASSETS.  Investments  which are certificated may be
     held in registered or bearer form: (a) in the Custodian's vault; (b) in the
     vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c)
     in an  account  maintained  by the  Custodian,  Subcustodian  or agent at a
     Securities Depository;  all in accordance with customary market practice in
     the jurisdiction in which any Investments are held.

          5.3  REGISTERED  ASSETS.  Investments  which  are  registered  may  be
     registered in the name of the Custodian, a Subcustodian,  or in the name of
     the  Fund or a  nominee  for any of the  foregoing,  and may be held in any
     manner set forth in paragraph 5.2 above with or without any  identification
     of fiduciary capacity in such registration.

          5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry
     may be so held in an account  maintained by the Book-Entry  Agent on behalf
     of the Custodian,  a Subcustodian  or another agent of the Custodian,  or a
     Securities Depository.

          5.5  REPLACEMENT  OF  LOST  INVESTMENTS.  In the  event  of a loss  of
     Investments for which the Custodian is responsible  under the terms of this
     Agreement, the Custodian shall promptly replace such Investment,  or in the
     event that such replacement cannot be effected,  the Custodian shall pay to
     the  Fund  the  fair  market  value  of such  Investment  based on the last
     available  price as of the close of business in the relevant  market on the
     date that a claim was first  made to the  Custodian  with  respect  to such
     loss.

     6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN.  The Custodian shall perform the
following administrative duties with respect to Investments of the Fund.

          6.1  PURCHASE OF  INVESTMENTS.  Pursuant to  Instruction,  Investments
     purchased  for the  account  of the  Fund  shall  be paid  for (a)  against
     delivery  thereof to the Custodian or a  Subcustodian,  as the case may be,
     either  directly  or  through  a  Clearing   Corporation  or  a  Securities
     Depository (in accordance with the rules of such  Securities  Depository or
     such  Clearing  Corporation),  or  (b)  otherwise  in  accordance  with  an
     Instruction,  Applicable Law,  generally  accepted trade practices,  or the
     terms of the instrument representing such Investment.

          6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for
     the account of the Fund shall be delivered (a) against payment  therefor in
     cash, by check or by bank wire

<PAGE>

     transfer,  (b) by credit to the account of the Custodian or the  applicable
     Subcustodian,  as the  case  may  be,  with  a  Clearing  Corporation  or a
     Securities  Depository  (in  accordance  with the rules of such  Securities
     Depository  or such Clearing  Corporation),  or (c) otherwise in accordance
     with an Instruction, Applicable Law, generally accepted trade practices, or
     the terms of the instrument representing such Investment.

          6.3  DELIVERY  IN  CONNECTION  WITH  BORROWINGS  OF THE  FUND OR OTHER
     COLLATERAL AND MARGIN REQUIREMENTS.  Pursuant to Instruction, the Custodian
     may deliver  Investments or cash of the Fund in connection  with borrowings
     and other collateral and margin requirements.

          6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian
     shall become a party to an agreement with the Fund and a futures commission
     merchant  regarding margin (TRI-PARTY  AGREEMENT),  the Custodian shall (a)
     receive and retain,  to the extent the same are provided to the  Custodian,
     confirmations  or other  documents  evidencing  the purchase or sale by the
     Fund of exchange-traded  futures contracts and commodity options,  (b) when
     required by such  Tri-Party  Agreement,  deposit and maintain in an account
     opened  pursuant to such  Agreement  (MARGIN  ACCOUNT),  segregated  either
     physically or by book-entry in a Securities  Depository  for the benefit of
     any futures  commission  merchant,  such Investments as the Fund shall have
     designated as initial,  maintenance or variation "margin" deposits or other
     collateral  intended to secure the Fund's  performance  of its  obligations
     under the terms of any  exchange-traded  futures  contracts  and  commodity
     options;  and (c) thereafter pay,  release or transfer  Investments into or
     out of the Margin  Account in  accordance  with the  provisions of the such
     Agreement.   Alternatively,  the  Custodian  may  deliver  Investments,  in
     accordance  with an  Instruction,  to a  futures  commission  merchant  for
     purposes  of  margin  requirements  in  accordance  with  Rule  17f-6.  The
     Custodian shall in no event be responsible for but shall give prompt notice
     to the Fund in the event it becomes  aware of the acts and omissions of any
     futures  commission  merchant to whom Investments are delivered pursuant to
     this  Section;  for the  sufficiency  of  Investments  held  in any  Margin
     Account;  or,  for the  performance  of any  terms  of any  exchange-traded
     futures contracts and commodity options.

          6.5  CONTRACTUAL  OBLIGATIONS  AND SIMILAR  INVESTMENTS.  From time to
     time, the Fund's Investments may include Investments that are not ownership
     interests as may be  represented  by  certificate  (whether  registered  or
     bearer),  by entry  in a  Securities  Depository  or by book  entry  agent,
     registrar  or  similar  agent  for  recording  ownership  interests  in the
     relevant   Investment.   If  the  Fund  shall  at  any  time  acquire  such
     Investments,   including  without  limitation  deposit  obligations,   loan
     participations,  repurchase  agreements  and derivative  arrangements,  the
     Custodian shall (a) receive and retain, to the extent the same are provided
     to  the  Custodian,   confirmations  or  other  documents   evidencing  the
     arrangement;  and (b) perform on the Fund's account in accordance  with the
     terms of the applicable arrangement,  but only to the extent directed to do
     so  by  Instruction.   The  Custodian  shall  have  no  responsibility  for
     agreements  running to the Fund as to which it is not a party other than to
     retain, to the extent the same are provided to the Custodian,  documents or
     copies of documents  evidencing  the  arrangement  and, in accordance  with
     Instruction, to include such arrangements in reports made to the Fund.

          6.6 EXCHANGE OF SECURITIES.  Unless otherwise directed by Instruction,
     the Custodian  shall:  (a) exchange  securities held for the account of the
     Fund  for  other   securities  in  connection   with  any   reorganization,
     recapitalization,  conversion,  split-up,  change of par value of shares or
     similar event,  and (b) deposit any such  securities in accordance with the
     terms of any reorganization or protective plan.

<PAGE>

          6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction,
     the  Custodian  may  surrender  securities:   (a)  in  temporary  form  for
     definitive  securities;  (b)  for  transfer  into  the  name  of an  entity
     allowable under Section 5.3; and (c) for a different number of certificates
     or instruments representing the same number of shares or the same principal
     amount of indebtedness.

          6.8 RIGHTS,  WARRANTS,  ETC.  Pursuant to  Instruction,  the Custodian
     shall (a) deliver warrants,  puts, calls,  rights or similar  securities to
     the issuer or trustee  thereof,  or to any agent of such issuer or trustee,
     for purposes of exercising such rights or selling such securities,  and (b)
     deposit securities in response to any invitation for the tender thereof.

          6.9  MANDATORY   CORPORATE  ACTIONS.   Unless  otherwise  directed  by
     Instruction,  the  Custodian  shall:  (a)  comply  with  the  terms  of all
     mandatory or compulsory exchanges,  calls, tenders,  redemptions or similar
     rights of  securities  ownership  affecting  securities  held on the Fund's
     account and promptly  notify the Fund of such  action,  and (b) collect all
     stock dividends, rights and other items of like nature with respect to such
     securities.

          6.10 INCOME COLLECTION.  Unless otherwise directed by Instruction, the
     Custodian shall collect any amount due and payable to the Fund with respect
     to Investments and promptly  credit the amount  collected to a Principal or
     Agency  Account;  provided,  however,  that  the  Custodian  shall  not  be
     responsible for: (a) the collection of amounts due and payable with respect
     to Investments that are in default,  or (b) the collection of cash or share
     entitlements  with respect to  Investments  that are not  registered in the
     name of the  Custodian  or its  Sub-custodians.  The  Custodian  is  hereby
     authorized to endorse and deliver any instrument required to be so endorsed
     and  delivered  to effect  collection  of any amount due and payable to the
     Fund with respect to Investments.

          6.11 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST. The
     Custodian is hereby  authorized to execute on behalf of the Fund  ownership
     certificates,  affidavits or other disclosure required under Applicable Law
     or established  market  practice in connection  with the receipt of income,
     capital gains or other payments by the Fund with respect to Investments, or
     in connection with the sale, purchase or ownership of Investments.

          6.12 PROXY  MATERIALS.  The Custodian  shall  deliver,  or cause to be
     delivered promptly,  to the Fund proxy forms,  notices of meeting,  and any
     other  notices  or  announcements   materially  affecting  or  relating  to
     Investments received by the Custodian or any nominee.

          6.13 TAX RECLAIM SERVICE.  The Custodian will apply for a reduction of
     withholding  tax and any refund of any tax paid or tax credits  which apply
     in each applicable  market in respect of income payments on Investments for
     the benefit of the Fund which the  Custodian  believes  may be available to
     such  Fund.   Where  such  reports  are  available,   the  Custodian  shall
     periodically report to the Fund concerning the making of applications for a
     reduction  of  withholding  tax and  refund of any tax paid or tax  credits
     which  apply in each  applicable  market in respect of income  payments  on
     Investments for the benefit of the Fund.

          The provision of tax reclaim  services by the Custodian is conditional
     upon  the  Custodian  receiving  from  the Fund  or,  where  required,  the
     beneficial owner of Investments (a) a declaration of its identity and place
     of residence and (b) certain other documentation (pro forma copies of which
     are available from the Custodian). The Custodian shall use reasonable means
     to

<PAGE>

     advise the Fund of the  declarations,  documentation  and information which
     the Fund is to  provide  to the  Custodian  in order for the  Custodian  to
     provide the tax reclaim services  described herein.  The Fund shall provide
     to the Custodian such  documentation  and  information as it may require in
     connection with taxation,  and warrants that, when given,  this information
     shall be true and correct in every respect,  not misleading in any way, and
     contain  all  material  information.  The Fund  undertakes  to  notify  the
     Custodian   immediately  if  any  such  information  requires  updating  or
     amendment.  The  Custodian  shall  perform tax reclaim  services  only with
     respect to taxation by the revenue authorities of the countries notified to
     the Fund.

          The Fund  confirms that the Custodian is authorized to deduct from any
     cash received or credited to an account any taxes or levies required by any
     revenue or  governmental  authority for whatever  reasons in respect of the
     accounts.  The  Custodian  and the Fund  shall  promptly  notify  the other
     regarding  any change in the Fund's tax status with respect to  withholding
     taxes of which it becomes aware. It is acknowledged that the Custodian does
     not offer tax advice and that the Fund should  consult with its tax adviser
     as to tax matters.

          6.14 OTHER DEALINGS.  The Custodian shall otherwise act as directed by
     Instruction,  including without  limitation  effecting the free payments of
     moneys or the free delivery of securities,  provided that such  Instruction
     shall  indicate  the  purpose  of such  payment  or  delivery  and that the
     Custodian shall record the party to whom such payment or delivery is made.

          The  Custodian  shall  attend  to  all  nondiscretionary   details  in
     connection   with  the  sale  or  purchase  or  other   administration   of
     Investments, except as otherwise directed by an Instruction.

     In fulfilling the duties set forth in Sections 6.6 through 6.10 above,  the
Custodian shall provide promptly to the Fund all material information pertaining
to a corporate action which the Custodian actually receives. The Custodian shall
not be responsible for the  completeness or accuracy of such information as long
as the Custodian  has shown due diligence in attempting to receive  complete and
accurate  information.  Any  advance  credit  of cash or shares  expected  to be
received  as a result  of any  corporate  action  shall  be  subject  to  actual
collection and may, when the Custodian deems collection unlikely, be reversed by
the  Custodian.  The Custodian  shall notify the Fund at least 48 hours prior to
any such reversal.

     The Custodian may at any time or times in its  discretion  appoint (and may
at any time remove) agents (other than  Subcustodians)  to carry out some or all
of the administrative provisions of this Agreement (AGENTS),  provided, however,
that the appointment of such agent shall not relieve the

<PAGE>

Custodian of its administrative obligations under this Agreement.

7.  CASH  ACCOUNTS,  DEPOSITS  AND  MONEY  MOVEMENTS.  Subject  to the terms and
conditions set forth in this Section 7, the Fund hereby authorizes the Custodian
to open and maintain, with itself or with Subcustodians, cash accounts in United
States Dollars,  in such other currencies as are the currencies of the countries
in which the Fund maintains  Investments or in such other currencies as the Fund
shall from time to time request by Instruction.

          7.1 TYPES OF CASH ACCOUNTS.  Cash accounts  opened on the books of the
     Custodian  (PRINCIPAL  ACCOUNTS)  shall be  opened in the name of the Fund.
     Such accounts  collectively  shall be a deposit obligation of the Custodian
     and  shall be  subject  to the  terms  of this  Section  7 and the  general
     liability  provisions  contained in Section 9. Cash accounts  opened on the
     books  of a  Subcustodian  may be  opened  in the  name of the  Fund or the
     Custodian  or in the  name of the  Custodian  for its  customers  generally
     (AGENCY  ACCOUNTS).  Such deposits shall be obligations of the Subcustodian
     and  shall be  treated  as an  Investment  of the  Fund.  Accordingly,  the
     Custodian  shall  be  responsible  for  exercising  reasonable  care in the
     administration of such accounts but shall not be liable for their repayment
     in the event such Subcustodian, by reason of its bankruptcy,  insolvency or
     sovereign  risk/force  majeure,  fails to make  repayment  unless  (a) such
     Subcustodian  is a parent,  subsidiary  or  otherwise  affiliated  with the
     Custodian  or  (b)  the  Custodian's  negligence,   bad  faith  or  willful
     misconduct  was the direct  cause of the  Subcustodian  failing to make the
     repayment or (c) a  transaction  or other matter  between the Custodian and
     Subcustodian  unrelated  to the  Funds  was the  cause of the  Subcustodian
     failing to make  repayment.  Under (a), (b) or (c) the  Custodian  shall be
     liable for the repayment.

          7.2  PAYMENTS  AND  CREDITS  WITH  RESPECT TO THE CASH  ACCOUNTS.  The
     Custodian  shall make  payments from or deposits to any of said accounts in
     the course of carrying out its  administrative  duties,  including  but not
     limited to income  collection with respect to the Fund's  Investments,  and
     otherwise  in  accordance   with   Instructions.   The  Custodian  and  its
     Subcustodians shall be required to credit amounts to the cash accounts only
     when moneys are  actually  received  in cleared  funds in  accordance  with
     banking practice in the country and currency of deposit. Any credit made to
     any  Principal or Agency  Account  before  actual  receipt of cleared funds
     shall be provisional and may be reversed by the Custodian in the event such
     payment is not actually  collected.  The  Custodian  shall provide the Fund
     with at least 48 hours notice prior to any such reversal.  Unless otherwise
     specifically  agreed in writing by the Custodian or any  Subcustodian,  all
     deposits  shall  be  payable  only  at  the  branch  of  the  Custodian  or
     Subcustodian where the deposit is made or carried.

          7.3  CURRENCY  AND RELATED  RISKS.  The Fund bears risks of holding or
     transacting in any currency. The Custodian shall not be liable for any loss
     or damage  arising from the  applicability  of any law or regulation now or
     hereafter in effect,  or from the occurrence of any event,  which may delay
     or  affect  the  transferability,  convertibility  or  availability  of any
     currency in the country (a) in which such Principal or Agency  Accounts are
     maintained or (b) in which such  currency is issued,  and in no event shall
     the  Custodian be obligated to make payment of a deposit  denominated  in a
     currency during the period during which its transferability, convertibility
     or

<PAGE>

     availability  has been affected by any such law,  regulation or event.  The
     Custodian  shall  notify the Fund in the event it is aware that the Fund is
     entering into a transaction that is, to its knowledge,  illegal under local
     law.  Without  limiting  the  generality  of  the  foregoing,  neither  the
     Custodian nor any Subcustodian  shall be required to repay any deposit made
     at a foreign branch of either the Custodian or  Subcustodian if such branch
     cannot repay the deposit due to a cause for which the  Custodian  would not
     be responsible in accordance  with the terms of Section 9 of this Agreement
     unless the Custodian or such  Subcustodian  expressly  agrees in writing to
     repay the deposit under such  circumstances.  All currency  transactions in
     any  account  opened  pursuant  to this  Agreement  are subject to exchange
     control  regulations  of the United  States and of the  country  where such
     currency is the lawful  currency or where the  account is  maintained.  Any
     taxes,  costs,  charges or fees imposed on the convertibility of a currency
     held by the Fund shall be for the  account of the Fund  unless  such taxes,
     costs,  charges  or  fees  were  due  to  an  error  by  the  Custodian  or
     Subcustodian.

          7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the
     terms of this Section,  settle  foreign  exchange  transactions  (including
     contracts,  futures,  options and options on futures) on behalf and for the
     account of the Fund with such  currency  brokers  or banking  institutions,
     including  Subcustodians,  as the Fund may direct pursuant to Instructions.
     The Custodian may act as principal in any foreign exchange transaction with
     the  Fund  in  accordance  with  Section  7.4.2  of  this  Agreement.   The
     obligations   of  the   Custodian  in  respect  of  all  foreign   exchange
     transactions  (whether or not the Custodian  shall act as principal in such
     transaction) shall be contingent on the free, unencumbered  transferability
     of  the  currency   transacted  on  the  actual   settlement  date  of  the
     transaction.

               7.4.1 THIRD PARTY FOREIGN  EXCHANGE  TRANSACTIONS.  The Custodian
          shall  process  foreign  exchange   transactions   (including  without
          limitation contracts, futures, options, and options on futures), where
          any third party acts as principal counterparty to the Fund on the same
          basis it  performs  duties as agent for the Fund with  respect  to any
          other of the Fund's Investments.  Accordingly the Custodian shall only
          be responsible  for delivering or receiving  currency on behalf of the
          Fund in  respect  of such  contracts  pursuant  to  Instructions.  The
          Custodian shall not be responsible for the failure of any counterparty
          (including any Subcustodian) in such agency transaction to perform its
          obligations  thereunder  unless  (a) such  counterparty  is a  parent,
          subsidiary  or  otherwise  affiliated  with the  Custodian  or (b) the
          Custodian's negligence, bad faith or willful misconduct was the direct
          cause of the counterparty  failing to perform its obligations or (c) a
          transaction or other matter between the Custodian and the counterparty
          unrelated to the Funds was the cause of the counterparty's  failure to
          perform.  Under (a), (b), or (c), the Custodian  shall be liable.  The
          Custodian  (a) shall  transmit cash and  Instructions  to and from the
          currency broker or banking  institution  with which a foreign exchange
          contract or option has been  executed  pursuant  hereto,  (b) may make
          free  outgoing  payments  of cash in the form of  Dollars  or  foreign
          currency without receiving confirmation of a foreign exchange contract
          or option or confirmation  that the countervalue  currency  completing
          the foreign  exchange  contract has been delivered or received or that
          the  option has been  delivered  or  received,  and (c) shall hold all
          confirmations,   certificates   and  other  documents  and  agreements
          received by the Custodian  and  evidencing or relating to such foreign
          exchange   transactions   in   safekeeping.   The  Fund  accepts  full
          responsibility for its use of third-party foreign exchange dealers and
          for  execution  of said  foreign  exchange  contracts  and options and
          understands  that the Fund shall be responsible  for any and all costs
          and  interest  charges  which  may  be  incurred  by the  Fund  or the
          Custodian  as a result of the  failure  or delay of third  parties  to
          deliver  foreign  exchange.   The  Custodian  or  Subcustodian   shall
          respectively  be responsible for any failure or delay of third parties
          to deliver foreign exchange when either of those parties  respectively
          is a parent, subsidiary or otherwise affiliated with such third party.

<PAGE>

               7.4.2  FOREIGN  EXCHANGE  WITH THE  CUSTODIAN AS  PRINCIPAL.  The
          Custodian may undertake foreign exchange transactions with the Fund as
          principal as the  Custodian  and the Fund may agree from time to time.
          In such event, the foreign  exchange  transaction will be performed in
          accordance  with the  particular  agreement of the parties,  or in the
          event  a  principal  foreign  exchange  transaction  is  initiated  by
          Instruction  in the absence of specific  agreement,  such  transaction
          will be performed in accordance with the usual commercial terms of the
          Custodian.

          7.5 DELAYS.  If no event of Force  Majeure  shall have occurred and be
     continuing  and in the event  that a delay  shall  have been  caused by the
     negligence,  bad faith or willful  misconduct  of the Custodian in carrying
     out an  Instruction  to credit or transfer  cash,  the  Custodian  shall be
     liable to the Fund: (a) with respect to Principal Accounts, for interest to
     be calculated at the rate  customarily paid on such deposit and currency by
     the  Custodian on  overnight  deposits at the time the delay occurs for the
     period from the day when the transfer  should have been effected  until the
     day it is in fact effected;  and, (b) with respect to Agency Accounts,  for
     interest to be calculated at the rate  customarily paid on such deposit and
     currency by the  Subcustodian  on overnight  deposits at the time the delay
     occurs  for the  period  from the day when the  transfer  should  have been
     effected until the day it is in fact effected.  The Custodian  shall not be
     liable for delays in carrying out such  Instructions to transfer cash which
     are not  due to the  Custodian's  own  negligence,  bad  faith  or  willful
     misconduct.  The Custodian shall make reasonable attempts where possible to
     mitigate any such delays.

          7.6  ADVANCES.  If, for any reason in the  conduct of its  safekeeping
     duties  pursuant  to Section 5 hereof or its  administration  of the Fund's
     assets  pursuant to Section 6 hereof,  the  Custodian  or any  Subcustodian
     advances  monies to  facilitate  settlement or otherwise for benefit of the
     Fund  (whether or not any  Principal or Agency  Account  shall be overdrawn
     either during, or at the end of, any Business Day), Fund hereby does:

               7.6.1 grant to the  Custodian a continuing  security  interest in
          certain Investments (as mutually agreed from time to time) as security
          for such Advance such security  interest to be effective  only as long
          as such Advance remain outstanding; and,

               7.6.2 agree that the Custodian  may secure the resulting  Advance
          by perfecting a security interest in such Investments under Applicable
          Law.

     The Custodian  shall promptly  notify the Fund of any such Advances and the
     time at which such Advances must be repaid. Such Advances shall be deemed a
     loan payable on demand, bearing interest at the rate customarily charged by
     the Custodian on similar loans.

          Neither the  Custodian  nor any  Subcustodian  shall be  obligated  to
     advance monies to the Fund, and in the event that such Advance occurs,  any
     transaction  giving rise to an Advance shall be for the account and risk of
     the Fund and  shall not be deemed  to be a  transaction  undertaken  by the
     Custodian  for its own account and risk.  If such  Advance  shall have been
     made by a  Subcustodian  or any other person,  the Custodian may assign any
     rights  granted to the Custodian  hereunder to such  Subcustodian  or other
     person.  If the Fund shall fail to repay when due the principal  balance of
     an Advance and accrued and unpaid  interest  thereon,  the Custodian or its
     assignee,  as the case may be,  shall be entitled to utilize the  available
     cash balance in the  applicable  Series Agency or Principal  Account and to
     dispose of any agreed upon  Investments to the extent  necessary to recover
     payment of all principal of, and interest on, such

<PAGE>

     Advance in full.  The Custodian may assign any rights it has hereunder to a
     Subcustodian  or third party.  Any security  interest in Investments  taken
     hereunder  shall be treated as  Financial  Assets  credited  to  Securities
     Accounts  under  Articles 8 and 9 of the UCC.  Accordingly,  the  Custodian
     shall  have  the  rights  and  benefits  of a  secured  creditor  that is a
     Securities Intermediary under such Articles 8 and 9.

          7.7 INTEGRATED  ACCOUNT.  For purposes hereof,  deposits maintained in
     all  Principal  Accounts  for each  Series  of each  Fund  (whether  or not
     denominated  in  Dollars)  shall  collectively   constitute  a  single  and
     indivisible current account with respect to that series' obligations to the
     Custodian,  or its assignee,  and balances in such Principal Accounts shall
     be  available  for  satisfaction  of that  series'  obligations  under this
     Section 7. The Custodian  shall further have a right of offset  against the
     balances in any Agency Account maintained  hereunder to the extent that the
     aggregate of all Principal Accounts is overdrawn.

8.  SUBCUSTODIANS  AND  SECURITIES  DEPOSITORIES.   Subject  to  the  provisions
hereinafter  set  forth  in this  Section  8,  the Fund  hereby  authorizes  the
Custodian to utilize Securities Depositories to act on behalf of the Fund and to
appoint  from  time  to time  and to  utilize  Subcustodians.  With  respect  to
securities  and funds held by a  Subcustodian,  either  directly  or  indirectly
(including by a Securities Depository or Clearing Corporation),  notwithstanding
any  provisions  of this  Agreement  to the  contrary,  payment  for  securities
purchased  and  delivery  of  securities  sold may be made  prior to  receipt of
securities or payment,  respectively,  and securities or payment may be received
in a form,  in  accordance  with  (a)  governmental  regulations,  (b)  rules of
Securities  Depositories  and clearing  agencies,  (c) generally  accepted trade
practice in the applicable local market,  (d) the terms and  characteristics  of
the particular Investment, or (e) the terms of Instructions.

          8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES.  The Custodian
     may deposit and/or maintain,  either directly or through one or more agents
     appointed  by the  Custodian,  Investments  of the  Fund in any  Securities
     Depository in the United States,  including The  Depository  Trust Company,
     provided  such  Depository  meets  applicable  requirements  of the Federal
     Reserve Bank or of the  Securities and Exchange  Commission.  The Custodian
     may,  at any time and from time to time,  appoint  any bank as  defined  in
     Section  2(a)(5) of the 1940 Act  meeting the  requirements  of a custodian
     under  Section  17(f)  of the  1940  Act  and  the  rules  and  regulations
     thereunder,  to act on behalf of the Fund as a Subcustodian for purposes of
     holding Investments of the Fund in the United States.

          8.2 FOREIGN SUBCUSTODIANS AND SECURITIES  DEPOSITORIES.  The Custodian
     may

<PAGE>

     deposit and/or  maintain  non-U.S.  Investments of the Fund in any non-U.S.
     Securities   Depository  provided  such  Securities  Depository  meets  the
     requirements  of  an  "eligible   foreign   custodian"   under  Rule  17f-5
     promulgated  under the 1940 Act, or any successor rule or regulation ("Rule
     17f-5") or which by order of the  Securities  and  Exchange  Commission  is
     exempted therefrom.  Additionally,  the Custodian may, at any time and from
     time to time,  appoint (a) any bank,  trust company or other entity meeting
     the requirements of an ELIGIBLE FOREIGN CUSTODIAN under Rule 17f-5 or which
     by order of the Securities and Exchange  Commission is exempted  therefrom,
     or (b) any bank as defined in Section  2(a)(5) of the 1940 Act  meeting the
     requirements  of a custodian  under  Section  17(f) of the 1940 Act and the
     rules  and  regulations  thereunder,  to act on  behalf  of the  Fund  as a
     Subcustodian  for purposes of holding  Investments  of the Fund outside the
     United States.  Such appointment of foreign  Subcustodians shall be subject
     to approval of the Fund in accordance with Subsections 8.2.1 and 8.2.2.

               8.2.1 BOARD APPROVAL OF FOREIGN SUBCUSTODIANS.  Unless and except
          to  the  extent  that  review  of  certain   matters   concerning  the
          appointment  of  Subcustodians   shall  have  been  delegated  to  the
          Custodian  pursuant to Subsection 8.2.2, the Custodian shall, prior to
          the   appointment  of  any   Subcustodian   for  purposes  of  holding
          Investments  of the Fund  outside the United  States,  obtain  written
          confirmation  of the approval of the Board of Trustees or Directors of
          the Fund with respect to (a) the identity of a  Subcustodian,  (b) the
          country or countries in which,  and the  Securities  Depositories,  if
          any,  through which,  any proposed  Subcustodian is authorized to hold
          Investments  of the Fund,  and (c) the  Subcustodian  agreement  which
          shall  govern  such  appointment.  Each  such duly  approved  country,
          Subcustodian  and Securities  Depository shall be listed on Appendix A
          attached hereto as the same may from time to time be amended.

               8.2.2 DELEGATION OF BOARD REVIEW OF  SUBCUSTODIANS.  From time to
          time, the Custodian may offer to perform, and the Fund may accept that
          the  Custodian  perform,  certain  reviews  of  Subcustodians  and  of
          Subcustodian Contracts as delegate of the Fund's Board. In such event,
          the Custodian's  duties and obligations with respect to this delegated
          review will be performed in accordance  with the terms of Exhibit 2 of
          this Agreement [the separate Delegation Agreement between the Fund and
          the Custodian].

          8.3 RESPONSIBILITY FOR SUBCUSTODIANS. The Custodian shall be liable to
     the Fund for any loss or damage to the Fund caused by or resulting from the
     acts or  omissions  of any  Subcustodian  to the  extent  that such acts or
     omissions  would be  deemed to be  negligence,  gross  negligence,  willful
     misconduct  or bad  faith  in  accordance  with the  terms of the  relevant
     subcustodian   agreement  under  the  laws,   circumstances  and  practices
     prevailing  in the  place  where  the  act  or  omission  occurred.  In the
     countries  indicated in Appendix B to this Agreement,  the liability of the
     Custodian  shall be subject to the additional  condition that the Custodian
     actually recovers such loss or damage from the Subcustodian.

          8.4 NEW  COUNTRIES.  The Fund shall be  responsible  for informing the
     Custodian  sufficiently in advance of a proposed  investment which is to be
     held in a country in which no  Subcustodian  is  authorized to act in order
     that the Custodian shall, if it deems appropriate to do so, have sufficient
     time to establish a subcustodial arrangement in accordance herewith. In the
     event,  however,  the  Custodian is unable to establish  such  arrangements
     prior to the time such  Investment  is to be  acquired,  the  Custodian  is
     authorized to designate at its discretion a local  safekeeping  agent,  and
     the use of such local  safekeeping  agent  shall be at the sole risk of the
     Fund, and  accordingly  the Custodian  shall be responsible to the Fund for
     the  actions of such agent if and only to the  extent the  Custodian  shall
     have recovered from such agent for any

<PAGE>

     damages  caused the Fund by such  agent.  Notwithstanding  the  above,  the
     Custodian  shall be liable to the extent  that (a) such  local  safekeeping
     agent is a parent, subsidiary or otherwise affiliated with the Custodian or
     (b) the  Custodian's  negligence,  bad faith or willful  misconduct  is the
     direct cause of the local  safekeeping  agent failing to make the repayment
     or (c) a  transaction  or other matter  between the Custodian and the local
     safekeeping  agent  unrelated  to the  Funds  was the  cause of the loss or
     damage. Under (a), (b) or (c) the Custodian shall be liable.

9.  RESPONSIBILITY  OF THE CUSTODIAN.  In performing its duties and  obligations
hereunder,  the  Custodian  shall  use  reasonable  care  under  the  facts  and
circumstances prevailing in the market where performance is effected. Subject to
the specific  provisions of this Section,  the Custodian shall be liable for any
direct damage incurred by the Fund in consequence of the Custodian's negligence,
bad faith or willful  misconduct.  The Custodian hereby indemnifies the Fund and
agrees to hold the Fund  harmless  from and against all claims and  liabilities,
including  counsel fees and taxes,  incurred or assessed against the Fund to the
extent  that  such  claim  or  liability  arises  from  the  negligence,   gross
negligence, bad faith or willful misconduct on the part of the Custodian itself.
If a Fund gives written  notice of claim to the Custodian,  the Custodian  shall
promptly give a written  response to the Fund.  Not more than 30 days  following
the date of such  response,  unless  the  Custodian  shall  not be  liable,  the
Custodian  will  pay the  amount  of such  claim or  reimburse  the Fund for any
payment made by the Fund in respect thereof.  In no event shall the Custodian be
liable hereunder for any special,  indirect,  punitive or consequential  damages
arising out of,  pursuant to or in connection  with this  Agreement  even if the
Custodian has been advised of the possibility of such damages. It is agreed that
the  Custodian  shall  have no duty to assess the risks  inherent  in the Fund's
Investments or to provide investment advice with respect to such Investments and
that  the Fund as  principal  shall  bear  any  risks  attendant  to  particular
Investments  such as failure of  counterparty  or issuer.  The  Custodian  shall
provide the Fund with its Market Practice Reports in

<PAGE>

respect  of  any  foreign  market  where  a  Series  shall  place  and  maintain
Investments.  In addition,  the Custodian  shall provide the Fund with access to
its Global Updates which address topical "market" events.

          9.1 FORCE  MAJEURE.  The Custodian  shall not be  responsible  for any
     failure to perform its duties and correspondingly,  shall not be liable for
     any loss, cost, damage or expense attributable to its failure to perform in
     consequence  of a  force  majeure  event.  FORCE  MAJEURE  shall  mean  any
     circumstance  or event  which  is  beyond  the  reasonable  control  of the
     Custodian,  a Subcustodian  or any agent of the Custodian or a Subcustodian
     and which adversely affects the performance by the above parties, including
     any event  caused by,  arising out of or  involving  (a) an act of God, (b)
     accident,  fire,  water damage or explosion,  (c) any third party computer,
     system or other  equipment  failure or  malfunction  caused by any computer
     virus or the malfunction or failure of any  communications  medium, (d) any
     third party interruption of the power supply or other utility service,  (e)
     any strike or other work stoppage,  whether partial or total, (f) any delay
     or disruption  resulting from or reflecting the occurrence of any Sovereign
     Risk, (g) any  disruption of, or suspension of trading in, the  securities,
     commodities or foreign exchange  markets,  whether or not resulting from or
     reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the
     transferability  of a  currency  or  a  currency  position  on  the  actual
     settlement date of a foreign exchange transaction, whether or not resulting
     from or reflecting the  occurrence of any Sovereign  Risk, or (i) any other
     cause similarly  beyond the reasonable  control of the Custodian,  provided
     always that this shall not affect the  Custodian's  duty to  indemnify  the
     Fund for other losses,  claims and  liabilities  for which the Custodian is
     bound to indemnify  the Fund  pursuant to Section 9. The  Custodian and the
     Subcustodian  shall take reasonable steps to mitigate  additional  damages.
     The  Custodian  shall notify the Fund when it becomes  aware of a situation
     outlined above.  The Fund shall not be responsible for temporary  delays in
     the performance of its duties and obligations and correspondingly shall not
     be liable for any loss, cost, damage or expense  attributable to such delay
     in  consequence of a Force Majeure event as described  above  affecting the
     Fund's principal place of business  operations or administration;  provided
     always  that  this  shall not  affect  the  Fund's  duty to  indemnify  the
     Custodian for losses, claims and liabilities for which the Fund is bound to
     indemnify the Custodian pursuant to Section 10.

          9.2 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible
     under this  Agreement for any failure to perform its duties,  and shall not
     be liable hereunder for any loss or damage in association with such failure
     to perform, for or in consequence of the following causes:

               9.2.1 COUNTRY RISK.  COUNTRY RISK shall mean, with respect to the
          acquisition,  ownership,  settlement  or custody of  Investments  in a
          jurisdiction,  all risks  relating to, or arising in  consequence  of,
          systemic and markets factors affecting the acquisition, payment for or
          ownership of  Investments  including  (a) the  prevalence of crime and
          corruption,  (b) the  inaccuracy  or  unreliability  of  business  and
          financial  information,  (c) the  instability or volatility of banking
          and   financial   systems,   or  the  absence  or   inadequacy  of  an
          infrastructure  to support such  systems,  (d) custody and  settlement
          infrastructure  of the market in which such Investments are transacted
          and held,  (e) the acts,  omissions  and  operation of any  Securities
          Depository,  (f) the risk of the  bankruptcy  or insolvency of banking
          agents, counterparties to cash and securities transactions, registrars
          or transfer agents,  and (g) the existence of market  conditions which
          prevent the orderly execution or

<PAGE>

          settlement of  transactions  or which affect the value of assets.  The
          Custodian shall provide the Fund with its Market  Practice  Reports in
          respect of any foreign  market where a Series shall place and maintain
          Investments.  Such Market  Practice  Report may  describe  some of the
          Country Risks outlined above. In addition, the Custodian shall provide
          the Fund with access to its Global  Updates  which may  describe  some
          timely Country Risks outlined above.

               9.2.2  SOVEREIGN  RISK.  SOVEREIGN RISK shall mean, in respect of
          any  jurisdiction,  including  the  United  States of  America,  where
          Investments  are  acquired  or held  hereunder  or under a  Subcustody
          Agreement, (a) any act of war, terrorism,  riot, insurrection or civil
          commotion,  (b) the  imposition  of any  investment,  repatriation  or
          exchange control restrictions by any Governmental  Authority,  (c) the
          confiscation,  expropriation or  nationalization of any Investments by
          any  Governmental  Authority,  whether  de facto  or de jure,  (d) any
          devaluation  or  revaluation  of the currency,  (e) the  imposition of
          taxes, levies or other charges affecting  Investments,  (f) any change
          in the  Applicable  Law, or (g) any other  economic or political  risk
          incurred or experienced. The Custodian shall provide the Fund with its
          Market  Practice  Reports  in respect of any  foreign  market  where a
          Series  shall place and  maintain  Investments.  Such Market  Practice
          Report may describe some of the Sovereign  Risks  outlined  above.  In
          addition,  the  Custodian  shall  provide  the Fund with access to its
          Global Updates which may describe some timely Sovereign Risks outlined
          above.

          9.3  LIMITATIONS ON LIABILITY.  The Custodian  shall not be liable for
     any loss,  claim,  damage or other  liability  arising  from the  following
     causes:

               9.3.1  FAILURE OF THIRD  PARTIES.  The failure of any third party
          including:  (a) any issuer of Investments or book-entry or other agent
          of and issuer;  (b) any  counterparty  with respect to any Investment,
          including  any issuer of  exchange-traded  or other  futures,  option,
          derivative  or  commodities  contract;  (c)  failure of an  Investment
          Advisor,  Foreign  Custody  Manager or other agent of the Fund; or (d)
          failure of other third parties  similarly beyond the control or choice
          of the  Custodian  unless:  (a) any  such  third  party  is a  parent,
          subsidiary  or  otherwise  affiliated  with the  Custodian  or (b) the
          Custodian's negligence, bad faith or willful misconduct was the direct
          cause of the failure of the third party or (c) a transaction  or other
          matter  between the  Custodian  and the third party  unrelated  to the
          Funds was the cause of the failure of the third party. Under (a), (b),
          or (c) the  Custodian  shall be liable  for the  failure of such third
          party.

               9.3.2   INFORMATION   SOURCES.   The   Custodian  may  rely  upon
          information  received  from issuers of  Investments  or agents of such
          issuers,  information  received  from  Subcustodians  and  from  other
          commercially  reasonable sources such as commercial data bases and the
          like, but shall not be responsible  for specific  inaccuracies in such
          information,   provided  that  the  Custodian  has  relied  upon  such
          information  in good  faith,  or for the  failure of any  commercially
          reasonable information provider.

               9.3.3  RELIANCE ON  INSTRUCTION.  Action by the  Custodian or the
          Subcustodian in accordance with an Instruction,  even when such action
          conflicts  with,  or is  contrary  to any  provision  of,  the  Fund's
          declaration  of  trust,   certificate  of  incorporation  or  by-laws,
          Applicable Law, or actions by the trustees,  directors or shareholders
          of the Fund. If the Custodian or  Subcustodian  is aware of any of the
          above, it shall promptly contact an officer of the Fund.

<PAGE>

               9.3.4  RESTRICTED  SECURITIES.  The  limitations  inherent in the
          rights,  transferability  or similar  investment  characteristics of a
          given Investment of the Fund.

10.INDEMNIFICATION.   The  Fund  hereby   indemnifies  the  Custodian  and  each
Subcustodian, and their respective agents, nominees and the partners, employees,
officers  and  directors,  and  agrees  to hold each of them  harmless  from and
against all claims and liabilities,  including counsel fees and taxes,  incurred
or  assessed  against any of them in  connection  with the  performance  of this
Agreement and any Instruction  except to the extent that such claim or liability
is the  result  of the  negligence,  bad  faith  or  willful  misconduct  of the
Custodian or  Subcustodian.  If a Subcustodian  or any other person  indemnified
under the preceding  sentence,  gives written  notice of claim to the Custodian,
the  Custodian  shall  promptly give written  notice to the Fund.  Not more than
thirty days  following the date of such notice,  unless the  Custodian  shall be
liable  under  Section 8 hereof in respect of such claim,  the Fund will pay the
amount of such claim or  reimburse  the  Custodian  for any payment  made by the
Custodian in respect thereof.

11. REPORTS AND RECORDS. The Custodian shall:

          11.1 create and maintain  records  relating to the  performance of its
     obligations under this Agreement;

          11.2 make available to the Fund,  its auditors,  agents and employees,
     upon reasonable  request and during normal business hours of the Custodian,
     all records  maintained  by the  Custodian  pursuant to Section 11.1 above,
     subject,  however, to all reasonable security requirements of the Custodian
     then applicable to the records of its custody customers generally; and

          11.3  make  available  to the Fund all  Electronic  Reports;  it being
     understood  that  the  Custodian  shall  not be  liable  hereunder  for the
     inaccuracy  or  incompleteness  thereof  or for  errors in any  information
     included therein except to the extent that such inaccuracy,  incompleteness
     or  errors  are the  result  of the  Custodian's  negligence,  bad faith or
     willful misconduct.

<PAGE>

     All such reports and records shall, to the extent applicable, be maintained
and  preserved  in  conformity  with the 1940 Act and the rules and  regulations
thereunder.   The  Fund  shall  examine  all  records,   howsoever  produced  or
transmitted,  promptly upon receipt thereof and notify the Custodian promptly of
any discrepancy or error therein. Unless the Fund delivers written notice of any
such  discrepancy or error within a reasonable  time after its receipt  thereof,
such records shall be deemed to be true and accurate.  It is understood that the
Custodian now obtains and will in the future obtain  information on the value of
assets  from  outside  sources  which may be utilized  in certain  reports  made
available to the Fund. The Custodian deems such sources to be reliable but it is
acknowledged  and agreed that the  Custodian  does not verify nor  represent nor
warrant as to the accuracy or completeness  of such  information and accordingly
shall be without  liability in selecting  and using such sources and  furnishing
such  information as long as the Custodian has shown due diligence in attempting
to receive complete and accurate information.

12. MISCELLANEOUS.

          12.1 PROXIES,  ETC. The Fund will promptly  execute and deliver,  upon
     request,  such proxies,  powers of attorney or other  instruments as may be
     necessary  or  desirable  for the  Custodian  to  provide,  or to cause any
     Subcustodian to provide, custody services.

          12.2 ENTIRE AGREEMENT.  Except as specifically  provided herein,  this
     Agreement  constitutes  the  entire  agreement  between  the  Fund  and the
     Custodian  with respect to the subject  matter  hereof.  Accordingly,  this
     Agreement  supersedes  any  custody  agreement  or  other  oral or  written
     agreements  heretofore in effect  between the Fund and the  Custodian  with
     respect to the custody of the Fund's Investments.

          12.3 WAIVER AND  AMENDMENT.  No  provision  of this  Agreement  may be
     waived,  amended or modified, and no addendum to this Agreement shall be or
     become  effective,  or  be  waived,  amended  or  modified,  except  by  an
     instrument in writing  executed by the party against which  enforcement  of
     such waiver, amendment or modification is sought;  provided,  however, that
     an Instruction  shall,  whether or not such Instruction  shall constitute a
     waiver,  amendment or modification for purposes hereof,  shall be deemed to
     have been  accepted by the  Custodian  when it commences  actions  pursuant
     thereto or in accordance therewith.

<PAGE>

          12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED
     IN ACCORDANCE  WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK,
     WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE.

          12.5  NOTICES.   Notices  and  other  writings  contemplated  by  this
     Agreement, other than Instructions,  shall be delivered (a) by hand, (b) by
     first class registered or certified mail,  postage prepaid,  return receipt
     requested,  (c) by a  nationally  recognized  overnight  courier  or (d) by
     facsimile  transmission,  provided that any notice or other writing sent by
     facsimile  transmission shall also be mailed, postage prepaid, to the party
     to whom such notice is addressed.  All such notices shall be addressed,  as
     follows:

          If to the Fund:


          Vanguard Group

          P.O. Box 2600

          Valley Forge, PA 19482

          Attn: Controller

          Telephone:   (610) 669-6106

          Facsimile:   (610) 669-6112



          If to the Custodian:



          Brown Brothers Harriman & Co.

          40 Water Street

          Boston, Massachusetts 02109

          Attn: Manager, Investor Services Department

          Telephone:   (617) 772-1818

          Facsimile:   (617) 772-2263,

or such  other  address  as the Fund or the  Custodian  may have  designated  in
writing to the other.

          12.6 HEADINGS.  Paragraph headings included herein are for convenience
     of reference only and shall not modify,  define, expand or limit any of the
     terms or provisions hereof.

          12.7  COUNTERPARTS.  This  Agreement  may be executed in any number of
     counterparts,  each of which shall be deemed an  original.  This  Agreement
     shall become effective when one or more  counterparts  have been signed and
     delivered by the Fund and the Custodian.

          12.8  CONFIDENTIALITY.  The parties hereto agree that each shall treat
     confidentially   the  terms  and  conditions  of  this  Agreement  and  all
     information  provided by each party to the other regarding its business and
     operations.  All confidential  information provided by a party hereto shall
     be used by any other party  hereto  solely for the purpose of  rendering or
     obtaining  services  pursuant  to  this  Agreement  and,  except  as may be
     required in carrying  out this  Agreement,  shall not be  disclosed  to any
     third party without the prior consent of such providing party. The

<PAGE>

     foregoing  shall not be  applicable  to any  information  that is  publicly
     available when provided or thereafter becomes publicly available other than
     through a breach of this Agreement,  or that is required to be disclosed by
     or to  any  bank  examiner  of  the  Custodian  or  any  Subcustodian,  any
     Regulatory Authority,  any auditor of the parties hereto, or by judicial or
     administrative process or otherwise by Applicable Law.

          12.9 COUNSEL. In fulfilling its duties hereunder,  the Custodian shall
     be entitled  to receive  and act upon the advice of (i)  counsel  regularly
     retained by the Custodian in respect of such matters,  (ii) counsel for the
     Fund or (iii) such  counsel as the Fund and the  Custodian  may agree upon,
     with respect to all matters,  and the Custodian shall be without  liability
     for any action  reasonably taken or omitted pursuant to such advice (except
     to the extent that such action was due to the Custodian's  negligence,  bad
     faith or willful misconduct).

13.  DEFINITIONS.  The following defined terms will have the respective meanings
set forth below.

          13.1  ADVANCE  shall mean any  extension  of credit by or through  the
     Custodian or by or through any  Subcustodian and shall include amounts paid
     to  third  parties  for the  account  of the  Fund or in  discharge  of any
     expense, tax or other item payable by the Fund.

          13.2 AGENCY ACCOUNT shall mean any deposit account opened on the books
     of a Subcustodian  or other banking  institution in accordance with Section
     7.1.

          13.3 AGENT shall have the meaning set forth in the last  paragraph  of
     Section 6.

          13.4 APPLICABLE LAW shall mean with respect to each jurisdiction,  all
     (a)  laws,   statutes,   treaties,   regulations,   guidelines   (or  their
     equivalents);  (b) orders,  interpretations  licenses and permits;  and (c)
     judgments,  decrees,  injunctions  writs,  orders and similar  actions by a
     court of  competent  jurisdiction;  compliance  with which is  required  or
     customarily observed in such jurisdiction.

          13.5 AUTHORIZED  PERSON shall mean any person or entity  authorized to
     give Instructions on behalf of the Fund in accordance with Section 4.1.

          13.6  BOOK-ENTRY  AGENT  shall mean an entity  acting as agent for the
     issuer of  Investments  for  purposes  of  recording  ownership  or similar
     entitlement to Investments,  including without  limitation a transfer agent
     or registrar.

          13.7 CLEARING  CORPORATION shall mean any entity or system established
     for purposes of providing securities settlement and movement and associated
     functions for a given market.

          13.8 DELEGATION  AGREEMENT shall mean any separate  agreement  entered
     into between the  Custodian and the Fund or its  authorized  representative
     with  respect  to  certain   matters   concerning   the   appointment   and
     administration of Subcustodians delegated to the Custodian pursuant to Rule
     17f-5 under the 1940 Act.

<PAGE>

          13.9 FOREIGN  CUSTODY  MANAGER shall mean the Fund's  foreign  custody
     manager appointed pursuant to Rule 17f-5 under the 1940 Act.

          13.10  FUNDS  TRANSFER  SERVICES  AGREEMENT  shall  mean any  separate
     agreement entered into between the Custodian and the Fund or its authorized
     representative with respect to certain matters concerning the processing of
     payment orders from Principal Accounts of the Fund.

          13.11 INSTRUCTION(S) shall have the meaning assigned in Section 4.

          13.12 INVESTMENT  ADVISOR shall mean any investment advisor as defined
     in Section 202 (a)(11) of the Investment Advisors Act of 1940.

          13.13  INVESTMENTS  shall  mean  any  investment  asset  of the  Fund,
     including without limitation  securities,  bonds,  notes, and debentures as
     well as receivables,  derivatives,  contractual  rights or entitlements and
     other intangible assets.

          13.14 MARGIN  ACCOUNT  shall have the meaning set forth in Section 6.4
     hereof.

          13.15  PRINCIPAL  ACCOUNT  shall  mean  deposit  accounts  of the Fund
     carried on the books of BBH&Co. as principal in accordance with Section 7.

          13.16  SAFEKEEPING  ACCOUNT shall mean an account  established  on the
     books of the Custodian or any  Subcustodian for purposes of segregating the
     interests of the Fund (or clients of the  Custodian or  Subcustodian)  from
     the assets of the Custodian or any Subcustodian.

          13.17 SECURITIES  DEPOSITORY shall mean a central or book entry system
     or agency  established  under  Applicable Law for purposes of recording the
     ownership and/or entitlement to investment securities for a given market.

          13.18  SUBCUSTODIAN  shall mean each  foreign  bank  appointed  by the
     Custodian   pursuant  to  Section  8,  but  shall  not  include  Securities
     Depositories.

          13.19 TRI-PARTY  AGREEMENT shall have the meaning set forth in Section
     6.4 hereof.

          13.20 1940 ACT shall mean the Investment Company Act of 1940.

14. COMPENSATION. The Fund agrees to pay to the Custodian for its services under
this  Agreement  such amount as may be agreed upon in writing  from time to time
("Fee Schedule").

15.  SEVERAL  OBLIGATIONS OF THE FUNDS:  With respect to any  obligations of the
Funds and their

<PAGE>

related  accounts  arising  hereunder,  the Custodian  shall look for payment or
satisfaction  of any such  obligation  solely to the assets and  property of the
Fund  and  such  accounts  to which  such  obligation  relates  as  though  each
investment  company had  separately  contracted  with the  Custodian by separate
written instrument with respect to each Fund and its accounts. The Custodian and
each Subcustodian  realize that the Fund is comprised of one or more Series. The
Custodian  and each  Subcustodian  agree that it will honor and abide by any and
all Instructions or notices which the Custodian or Subcustodian may receive from
time to time from the Fund with respect to designating,  marking,  allocating or
otherwise attributing securities to or for the benefit of any one Series.

16. TERMINATION.  This Agreement may be terminated by either party in accordance
with the  provisions of this Section.  The  provisions of this Agreement and any
other  rights or  obligations  incurred or accrued by any party  hereto prior to
termination of this Agreement shall survive any termination of this Agreement.

     This Agreement may be terminated as to one or more Funds (but less than all
the Funds) by delivery  of an amended  Schedule 1 deleting  all such  Funds,  in
which case  termination  as to the deleted Funds shall take effect  seventy-five
days after the date of such  delivery.  The execution and delivery of an amended
Schedule 1 which  deletes  one or more Funds,  shall  constitute  a  termination
hereof  only with  respect  to such  deleted  Funds,  shall be  governed  by the
provisions of Section 16.2 as to the identification of a successor custodian and
the delivery of Investments of the Fund so deleted to such successor  custodian,
and shall not affect the obligations of the Custodian  hereunder with respect to
the other Funds set forth in Schedule 1, as amended from time to time.

<PAGE>

          16.1 NOTICE AND EFFECT.  This  Agreement  may be  terminated by either
     party  by  written  notice  effective  no  sooner  than  seventy-five  days
     following  the date that notice to such effect  shall be delivered to other
     party at its address set forth in paragraph 12.5 hereof.

          16.2  SUCCESSOR  CUSTODIAN.  In  the  event  of the  appointment  of a
     successor custodian,  it is agreed that the Investments of the Fund held by
     the  Custodian or any  Subcustodian  shall be  delivered  to the  successor
     custodian in accordance with reasonable Instructions.  The Custodian agrees
     to cooperate with the Fund in the execution of documents and performance of
     other actions  necessary or desirable in order to facilitate the succession
     of the new custodian.  If no successor  custodian  shall be appointed,  the
     Custodian  shall  in  like  manner  transfer  the  Fund's   Investments  in
     accordance with Instructions.

          16.3 DELAYED  SUCCESSION.  If no Instruction  has been given as of the
     effective date of  termination,  Custodian may at any time on or after such
     termination  date and upon ten days  written  notice to the Fund either (a)
     deliver  the  Investments  of the Fund  held  hereunder  to the Fund at the
     address  designated  for receipt of notices  hereunder;  or (b) deliver any
     investments   held   hereunder  to  a  bank  or  trust  company   having  a
     capitalization of $2M USD equivalent and operating under the Applicable law
     of the jurisdiction where such Investments are located, such delivery to be
     at the risk of the Fund.  In the event  that  Investments  or moneys of the
     Fund remain in the custody of the Custodian or its Subcustodians  after the
     date of termination owing to the failure of the Fund to issue  Instructions
     with  respect  to  their  disposition  or  owing  to  the  fact  that  such
     disposition  could not be accomplished in accordance with such Instructions
     despite diligent efforts of the Custodian,  the Custodian shall be entitled
     to  compensation  for its  services  with respect to such  Investments  and
     moneys  during such period as the  Custodian  or its  Subcustodians  retain
     possession of such items and the provisions of this Agreement  shall remain
     in full force and effect until  disposition in accordance with this Section
     is accomplished.

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
duly executed as of the date first above written.



     By:_______________________________



     On behalf of the Funds listed on Schedule 1 hereto



     BROWN BROTHERS HARRIMAN & CO.



     By:_______________________________



<PAGE>

                                  SCHEDULE 1 TO

                               CUSTODIAN AGREEMENT

                                     BETWEEN

           CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS")

                        and BROWN BROTHERS HARRIMAN & CO.

The following is a list of Funds and their Series for which the Custodian  shall
serve under a Custodian Agreement dated as of July 20, 1999 (the "Agreement"):

       The following series of Vanguard International Equity Index Funds:

                   Vanguard Emerging Markets Stock Index Fund

                       Vanguard European Stock Index Fund

                        Vanguard Pacific Stock Index Fund



                 The following series of Vanguard Horizon Funds:

                      Vanguard Global Asset Allocation Fund

                           Vanguard Global Equity Fund



             The following series of Vanguard Trustees' Equity Fund:

                        Vanguard International Value Fund



            Vanguard Variable Insurance Funds-International Portfolio



IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Appendix to be
executed in its name and on behalf of such Funds.

FUNDS                                  BROWN BROTHERS HARRIMAN & CO.
By: _________________________          By: ____________________________

Name: _______________________          Name: __________________________

Title: ______________________          Title: _________________________

<PAGE>

             BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
                                    VANGUARD
                                   APPENDIX A

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
ARGENTINA      CITIBANK NA, BUENOS AIRES               Caja de Valores
                                                       CRYL
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

AUSTRALIA      NATIONAL AUSTRALIA BANK LTD. (NAB)      Austraclear Ltd.
                                                       CHESS
               National Australia Bank Agt. 5/1/85     Reserve Bank of Australia
               Agreement Amendment 2/13/92
               Omnibus Amendment 11/22/93

AUSTRIA        BANK AUSTRIA AG                         OeKB
               Creditanstalt Bankverein Agreement 12/18/89
               Omnibus Amendment 1/17/94

BAHRAIN        HSBC BANK MIDDLE EAST, BAHRAIN FOR      None
               HONGKONG & SHANGHAI BANKING CORP. LTD. (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side Letter Agreement dated 7/28/97

BANGLADESH     STANDARD CHARTERED BANK (SCB), DHAKA    None
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

BELGIUM        BANK BRUSSELS LAMBERT (BBL)             CIK
               National Bank of Belgium
               Banque Bruxelles Lambert Agt. 11/15/90
               Omnibus Amendment 3/1/94

BERMUDA        BANK OF N.T. BUTTERFIELD & SON LTD.     None
               The Bank of N.T. Butterfield & Son Ltd.
               Agreement 5/27/97

BOTSWANA       STANBIC BANK BOTSWANA LTD FOR STANDARD  None
               BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 9/29/97

BRAZIL         BANKBOSTON NA, SAO PAULO                CBLC
                                                       CLC
               The First National Bank of Boston Agreement 1/5/88
               Omnibus Amendment 2/22/94
               Amendment 7/29/96

BULGARIA       ING BANK NV, SOFIA                      CDAD
                                                       BNB
               ING Bank N.V. Agreement 9/15/97

                                   Page 1 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
CANADA         ROYAL BANK OF CANADA (RBC)              Bank of Canada
               The Royal Bank of Canada Agreement      CDS
               2/23/96

CHILE          CITIBANK NA, SANTIAGO                   DCV
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

CHINA          STANDARD CHARTERED BANK (SCB), SHANGHAI SSCCRC
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

CHINA          STANDARD CHARTERED BANK (SCB), SHENZHEN SSCC
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

COLOMBIA       CITITRUST COLOMBIA SA, SOCIEDAD         DCV
               FIDUCIARIA FOR CITIBANK NA              Deceval
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, N.A./Cititrust Colombia Agreement 12/2/91
               Citibank, N.A. Subsidiary Amendment 10/19/95

CROATIA        BANK AUSTRIA CREDITANSTALT CROATIA DD   SDA
               FOR BANK AUSTRIA AG
               Creditanstalt AG / Bank Austria Creditanstalt
               Croatia d.d. Agt. 9/1/98

CYPRUS         CYPRUS POPULAR BANK LTD.                None
               ***Requires additional documentation prior to investment.***
               Cyprus Popular Bank Ltd. Agt. 2/18/98

CZECH REPUBLIC CITIBANK AS FOR CITIBANK NA             SCP
               Czech National Bank
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank NA / Citibank AS Agreement 6/24/96

DENMARK        DEN DANSKE BANK                         VP
               Den Danske Bank Agreement 1/1/89
               Omnibus Amendment 12/1/93

ECUADOR        CITIBANK NA, QUITO                      Decevale
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, Quito Side Letter 7/3/95

EGYPT          CITIBANK NA, CAIRO                      MCSD
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

                                  Page 2 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
FINLAND        MERITA BANK PLC                         FCSD
               Union Bank of Finland Agreement 2/27/89
               Omnibus Amendment 4/6/94

FRANCE         CREDIT AGRICOLE INDOSUEZ (CAI)          SICOVAM
               Banque de France
               Banque Indosuez Agreement 7/19/90
               Omnibus Amendment 3/10/94

GERMANY        DRESDNER BANK                           DBC
               Dresdner Bank Agreement 10/6/95

GHANA          MERCHANT BANK (GHANA) LIMITED FOR       None
               STANDARD BANK OF SOUTH AFRICA (SBSA)
               ***Requires additional documentation prior to investment.***
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment Pending

GREECE         CITIBANK NA, ATHENS                     Apothetirion Titlon A.E.
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

HONG KONG      HONGKONG & SHANGHAI BANKING             HKSCC
               CORPORATION LTD.                        CMU
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

HUNGARY        CITIBANK BUDAPEST RT. FOR CITIBANK NA   KELER Ltd.
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, N.A. Subsidiary Amendment 10/19/95
               Citibank, N.A. / Citibank Budapest Agreement 6/23/92
               Citibank, N.A. / Citibank Budapest Amendment 9/29/92

INDIA          DEUTSCHE BANK AG, MUMBAI                NSDL
               Deutsche Bank Agreement 2/19/96

INDONESIA      CITIBANK NA, JAKARTA                    None
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

IRELAND        ALLIED IRISH BANKS PLC (AIB)            CrestCo.
               Allied Irish Banks Agreement 1/10/89    Gilt Settlement Office
               Omnibus Amendment 4/8/94

ISRAEL         BANK HAPOALIM BM                        TASE Clearinghouse Ltd.
               Bank Hapoalim Agreement 8/27/92

ITALY          BANCA COMMERCIALE ITALIANA (BCI)        Monte Titoli
               Banca D'Italia
               Banca Commerciale Italiana Agreement 5/8/89
               Agreement Amendment 10/8/93
               Omnibus Amendment 12/14/93

                                   Page 3 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
JAPAN          BANK OF TOKYO - MITSUBISHI, LTD. (BTM)  JASDEC
               Bank of Japan
               Bank of Tokyo - Mitsubishi Agreement 6/17/96

JORDAN         HSBC BANK MIDDLE EAST, JORDAN FOR       None
               HONGKONG & SHANGHAI BANKING CORP. (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side letter Agreement dated 7/28/97

KENYA          STANBIC BANK KENYA LIMITED FOR STANDARD None
               BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 9/29/97

KOREA          CITIBANK NA, SEOUL                      KSD
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, Seoul Agreement Supplement 10/28/94

LEBANON        HSBC BANK MIDDLE EAST, LEBANON FOR      Midclear
               HONGKONG & SHANGHAI BANKING CORP. (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side letter Agreement dated 7/28/97

LUXEMBOURG     KREDIETBANK LUXEMBOURG (KBL)            Cedel
               Kredietbank Luxembourg Agt. 4/7/98

MALAYSIA       HONGKONG BANK MALAYSIA BERHAD (HBMB)    Bank Negara Malaysia
               FOR HONGKONG SHANGHAI BANKING CORP.     MCD
               (HSBC) Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               Malaysia Subsidiary Supplement 5/23/94
               Side letter Agreement dated 7/28/97

MAURITIUS      HONGKONG & SHANGHAI BANKING CORP. LTD.  CDS
               (HSBC), PORT LOUIS
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

MEXICO         CITIBANK MEXICO SA FOR CITIBANK NA      Indeval
               Banco de Mexico
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank Mexico, S.A. Amendment 2/28/95

                                   Page 4 of 8


<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
MOROCCO        CITIBANK MAGHREB, CASABLANCA FOR        MAROCLEAR
               CITIBANK NA Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Side Letter Agreement Pending

NAMIBIA        STANDARD BANK NAMIBIA FOR STANDARD  OF  None
               BANK SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 10/3/96

NETHERLANDS    ABN-AMRO BANK NV                        NECIGEF
               ABN-AMRO Agreement 12/19/88
               MEESPIERSON NV
               MeesPierson NV Agreement 6/4/99

NEW ZEALAND    NATIONAL AUSTRALIA BANK LTD. (NAB),     NZCSD
               AUCKLAND
               National Australia Bank Agt. 5/1/85
               Agreement Amendment 2/13/92
               Omnibus Amendment 11/22/93
               New Zealand Addendum 3/7/89

NORWAY         DEN NORSKE BANK                         VPS
               Den norske Bank Agreement 11/16/94

OMAN           HSBC BANK MIDDLE EAST, OMAN FOR  Muscat Depository &
               HONGKONG & SHANGHAI BANKING CORP. LTD.  Securities & Registration
               (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Co.
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side letter Agreement dated 7/28/97

PAKISTAN       STANDARD CHARTERED BANK (SCB), KARACHI  CDC
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

PERU           CITIBANK NA, LIMA                       CAVALI
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

PHILIPPINES    CITIBANK NA, MANILA                     PCD
               Citibank, N.A., New York Agt. 7/16/81   ROSS
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

POLAND         CITIBANK (POLAND) SA FOR CITIBANK NA    NDS
               National Bank of Poland
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank Subsidiary Amendment 10/30/95
               Citibank, N.A. / Citibank Poland S.A. Agt. 11/6/92

                                   Page 5 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
PORTUGAL       BANCO COMERCIAL PORTUGUES SA (BCP)      CVM
               Banco Comercial Portugues 5/18/98

ROMANIA        ING BANK NV, BUCHAREST                  SNCDD
                                                       BSE
               ING Bank N.V. Agreement 9/29/97         NBR

RUSSIA         BANK CREDIT SUISSE FIRST BOSTON AO      VTB
               (CSFB AO)FOR CREDIT SUISSE, ZURICH      NDC
               ***Requires signed Amendment to the Custodian Agreement prior
               to investment.***
               Credit Suisse, Zurich Agreement 4/30/96

               CITIBANK T/O FOR CITIBANK NA
               ***Requires signed Amendment to the Custodian Agreement prior
               to investment.***
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, N.A. Subsidiary Amendment 10/19/95
               Citibank N.A. / Citibank T/O Agt. 6/16/97
               Side Letter Agt. 8/18/97

SINGAPORE      HONGKONG & SHANGHAI BANKING CORP. LTD.  CDP
               (HSBC), SINGAPORE
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

SLOVAKIA       ING BANK NV, BRATISLAVA                 SCP
               National Bank of Slovakia
               ING Bank N.V. Agreement 9/1/98

SLOVENIA       BANK AUSTRIA DD LJUBLJANA               KDD
               Master Subcustodian Agreement 4/17/98
               Amendment dated 4/17/98
               Amendment dated 10/14/98

SOUTH AFRICA    STANDARD BANK OF SOUTH AFRICA (SBSA)   CD
               Standard Bank of South Africa Agreement 3/11/94

SPAIN          BANCO SANTANDER CENTRAL HISPANO SA      SCLV
               (BSCH)
               Banco de Espana
               Banco de Santander Agreement 12/14/88

SRI LANKA      HONGKONG & SHANGHAI BANKING CORP. LTD.  CDS
               (HSBC), Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

SWAZILAND      STANDARD BANK SWAZILAND LTD FOR         None
               STANDARD BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 9/29/97

SWEDEN         SKANDINAVISKA ENSKILDA BANKEN (SEB)     VPC
               Skandinaviska Enskilden Banken Agreement 2/20/89
               Omnibus Amendment 12/3/93

                                   Page 6 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
SWITZERLAND    UBS AG                                  SIS
               Union Bank of Switzerland Agreement 12/20/88
               Omnibus Amendment 11/29/94

TAIWAN         STANDARD CHARTERED BANK (SCB), TAIPEI   TSCD
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

THAILAND       HONGKONG & SHANGHAI BANKING CORP. LTD.  TSDC
               (HSBC),
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

TRANSNATIONAL  BROWN BROTHERS HARRIMAN & CO. (BBH&CO.) Cedel
                                                       Euroclear

TURKEY         CITIBANK NA, ISTANBUL                   Takasbank
               Central Bank of Turkey
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

UNITED KINGDOM  HSBC BANK PLC                          CGO
               Midland Bank Agreement 8/8/90           CrestCo.
               Omnibus Amendment 12/15/93              CMO

URUGUAY        BANKBOSTON NA, MONTEVIDEO               None
               The First National Bank of Boston Agreement 1/5/88
               Omnibus Amendment 2/22/94
               Amendment 7/29/96

VENEZUELA      CITIBANK NA, CARACAS                    CVV
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

ZAMBIA         STANBIC BANK ZAMBIA LTD FOR STANDARD    LuSE Central Shares
               BANK OF SOUTH AFRICA (SBSA)             Depository Ltd.
                                                       BoZ
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 10/3/96

ZIMBABWE       STANBIC BANK ZIMBABWE LTD FOR STANDARD  None
               BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 10/3/96

                                   Page 7 of 8

<PAGE>

NOTES:

     1.)  THE  DEPOSITORIES  IN  CHILE,   PANAMA  AND  VENEZUELA  ARE  PRESENTLY
          ELECTIVE. IT IS NOT THE CURRENT INTENTION OF BROWN BROTHERS HARRIMAN &
          CO. TO USE SUCH  DEPOSITORIES  UNLESS  THEIR USE  BECOMES  COMPULSORY.
          EUROCLEAR IS COMPULSORY FOR FIXED INCOME  OBLIGATIONS AND ELECTIVE FOR
          EQUITIES.  CURRENTLY, BROWN BROTHERS HARRIMAN & CO. USES EUROCLEAR FOR
          SETTLEMENT OF EQUITIES WHERE WE ARE INSTRUCTED TO DO SO. WE DO NOT USE
          EUROCLEAR FOR THE ONGOING SAFEKEEPING OF EQUITIES.

     2.)  IF YOU ARE  AUTHORIZING  INVESTMENT  IN COSTA RICA,  CYPRUS,  ESTONIA,
          GHANA,  LITHUANIA,  OR NIGERIA,  THESE ARRANGEMENTS ARE THE SUBJECT OF
          ADDITIONAL INFORMATION IN SCHEDULE A TO THE FCM REPORT.





I HEREBY  CERTIFY THAT THE BOARD OR ITS DELEGATE HAS APPROVED THE  COUNTRIES AND
CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX



__________________________________

          SIGNATURE

NAME:     Robert D. Snowden

COMPANY:

(if other than Board)

TITLE:    Controller

DATE:     July 20, 1999

                                   Page 8 of 8

<PAGE>


             BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
                        VANGUARD-RECOVER STANDARD MARKETS
                                   APPENDIX B

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
COSTA RICA     BANCO BCT SA                            CEVAL
               ***Requires additional documentation prior to investment.***
               Master Subcustodian Agreement 8/10/98

CYPRUS         CYPRUS POPULAR BANK LTD.                None
               ***Requires additional documentation prior to investment.***
               Cyprus Popular Bank Ltd. Agt. 2/18/98

ESTONIA        HANSABANK, TALLINN FOR MERITA BANK      ECDSL
               ***Requires additional documentation prior to investment.***
               Merita Bank Agreement 12/1/97

GHANA          MERCHANT BANK (GHANA) LIMITED FOR       None
               STANDARD BANK OF SOUTH AFRICA (SBSA)
               ***Requires additional documentation prior to investment.***
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment Pending

LITHUANIA      VILNIAUS BANKAS, VILNIUS FOR MERITA     CSDL
               BANK
               ***Requires additional documentation prior to investment.***
               Merita Bank Agreement 12/1/97

                                   Page 1 of 1

<PAGE>


                               July 1, 1999





FACSIMILE



Ms. Sarah A. Buescher
The Vanguard Group
P. O. Box 2600
Valley Forge, PA 19482-2600


Dear Sarah:


     You have  requested a statement  from us  regarding  what is known as "Year
2000  Compliance" by which is meant the steps taken to assure that  computerized
information and  communications  systems will retain essential  functionality in
transition  from the year 1999 to the year 2000.  Please accept the following in
response to that request.

     You will understand that we are not with respect to yourselves merchants of
software  and  therefore  warranties  of  merchantability  and the  like are not
supported by context. Rather, we provide services to you that are in one measure
or  another  dependent  for normal  operation  on the  functionality  of various
computer systems and software.  Accordingly,  allow this letter to confirm that:
(1) we will use  reasonable  care and diligence in accordance  with the terms of
the  agreement  governing  the  services to assure that these  services  are not
compromised  by  loss  of  systems  or  software  functionality  related  to the
succession of the year 2000;  (2) we will use  reasonable  care and diligence to
procure that our agents and subcustodians perform likewise; and, (3) we will use
reasonable  care and  diligence  to provide  for  alternate  means of  providing
services  in the event that a computer  system or software  might be  negatively
affected by the succession of the year 2000.

     Please contact me at (617) 772-1371 if you have any questions.



                              Sincerely,







                              W. Casey Gildea
                              Manager



WCG:arg



                                                                Exhibit EX-99.BO

                    VANGUARD INTERNATIONAL EQUITY INDEX FUNDS

                   MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3
                    UNDER THE INVESTMENT COMPANY ACT OF 1940

January 21, 2000

This Multiple Class Plan has been adopted by a majority of the Board of Trustees
of Vanguard International Equity Index Funds (the "Trust"), including a majority
of the  independent  Trustees,  on  behalf of the  three  investment  portfolios
currently  offered by the  Trust.  These  investment  portfolios  are:  Vanguard
European  Stock Index Fund,  Vanguard  Pacific  Stock Index Fund,  and  Vanguard
Emerging Markets Stock Index Fund  (individually,  a "Fund" and collectively the
"Funds").

I.       SHARE CLASSES

Each Fund will offer two classes of shares as follows:

         o        Investor Shares (or "Class A Shares")
         o        Institutional Shares (or "Class C Shares")

II.      CLASS ELIGIBILITY REQUIREMENTS AND DISTRIBUTION

The eligibility  requirements for Class A Shares and Class C Shares of the Funds
are as follows:

         A.       CLASS A SHARES

         Class A Shares will be  available  to all  investors.  At present,  the
minimum  initial  investment  requirement  for Class A shares is  expected to be
$3,000 for non-retirement  accounts and $1,000 for most retirement  accounts and
Uniform Gifts/Transfers to Minors Act accounts.

         B.       CLASS C SHARES

         Class  C  Shares  will  be  available  to  investors  who,  due  to the
substantial size of their investments,  are expected to afford the Funds certain
economies  of scale  with  respect to the  servicing  of their  accounts.  It is
expected that most investors  eligible for Class C Shares will be  institutional
entities, such as employee benefit plans, foundations,  endowments, trusts, bank
nominees  and  corporations.   At  present,   the  minimum  initial   investment
requirement for Class C Shares is expected to be at least $10,000,000.

III.     SERVICE ARRANGEMENTS

Holders of both Class A Shares and Class C Shares will  receive  certain  "core"
services,   including  transaction  processing  services,   account  statements,
shareholder  reports,  proxy  materials  and other  mailings.  However,  certain
servicing  arrangements  for the Funds will  differ  between  Class A Shares and
Class C Shares as follows:

<PAGE>

         A.       CLASS A SHARES

         Class A Shares will be serviced primarily through Vanguard's Individual
Investor Group,  although employee benefit plan investors  utilizing  Vanguard's
participant  recordkeeping  system (VISTA) will be serviced  through  Vanguard's
Institutional Investor Group. The Funds will make certain supplementary services
available to holders of Class A Shares,  including:  trustee  services,  defined
contribution plan participant  education services and defined  contribution plan
participant  telephone services.  It is anticipated that the aggregate amount of
account-based  services  that  are  provided  to  Class A  Shares  of the  Funds
(including transaction processing, shareholder recordkeeping, and the mailing of
shareholder  reports,  proxy materials,  and other items) will materially exceed
the amount of such services for the Class C Shares of the Funds.

         B.       CLASS C SHARES

         Class  C  Shares  will  be  serviced   primarily   through   Vanguard's
Institutional  Investor  Group.  Due to the higher  minimum  initial  investment
requirement,  it is expected that Class C Shares will be held by fewer investors
than  Class  A  Shares.   It  is  anticipated   that  the  aggregate  amount  of
account-based  services  that are provided to Class C Shares will be  materially
less than the amount of such services provided to Class A shares.

IV.      EXCHANGES AND CONVERSIONS

         A.       EXCHANGES

                  1.       CLASS A SHARES

                  Class A Shares of a Fund may be  exchanged  for Class C Shares
of the Fund,  provided that all purchase  eligibility  requirements  for Class C
Shares are satisfied. In addition, Class A Shares of a Fund may be exchanged for
shares of other Vanguard  funds,  subject to such other  Vanguard  funds' normal
policies and applicable law.

                  2.       CLASS C SHARES

                  Class C Shares of a Fund may be  exchanged  for Class A Shares
of the Fund,  provided that all purchase  eligibility  requirements  for Class C
Shares are satisfied. In addition, Class C Shares of a Fund may be exchanged for
shares of other Vanguard  funds,  subject to such other  Vanguard  funds' normal
policies and applicable law.

         B.       CONVERSIONS OF CLASS C SHARES INTO CLASS A SHARES

         A Fund may convert an investor's  Class C Shares into Class A Shares of
the Fund if such  investor's  account  falls below the  then-applicable  minimum
initial  investment  amount to be eligible to purchase Class C Shares.  Any such
conversion  will be  preceded  by  written  notice to the  investor  and will be
effected  on the basis of the  relative  net asset  values of Class A Shares and
Class C Shares without the imposition of any sales load, fee or other charge.

<PAGE>

V.       EXPENSE ALLOCATION BETWEEN CLASSES

         A.       CLASS SPECIFIC EXPENSES

         The Trust is a member of The Vanguard  Group of  Investment  Companies.
Through their jointly-owned subsidiary - The Vanguard Group, Inc. ("Vanguard") -
the Trust and other funds in the Group  obtain  at-cost  virtually  all of their
corporate management,  administrative,  and distribution services. Vanguard also
provides  investment  advisory services on an at-cost basis to the member funds.
Vanguard was  established  and operates  pursuant to a Funds' Service  Agreement
("Agreement")  between  itself  and  the  Vanguard  funds,  and  pursuant  to an
exemptive  order  granted  by  the  U.S.  Securities  and  Exchange  Commission.
Vanguard's  direct and  indirect  expenses of  providing  corporate  management,
administrative and distribution services to the funds in the Group are allocated
among those funds in accordance with methods specified in the Agreement.

                  1.       MARKETING AND DISTRIBUTION EXPENSES

                   Expenses    associated   with   Vanguard's    marketing   and
distribution  activities  will be  allocated to a share class on behalf of which
the  expenses  were  incurred by making such  allocations  to Class A Shares and
Class C Shares as if each such share class were a separate  Vanguard  fund under
the Agreement.

                  2.       EXPENSES FOR ACCOUNT-BASED SERVICES

                   Expenses    associated   with    Vanguard's    provision   of
account-based  services  will be  allocated  between  Class A Shares and Class C
Shares of each Fund on the basis of the amount incurred by each such share class
as follows:

                        (A)  ACCOUNT MAINTENANCE EXPENSES

                        Expenses  associated  with the  maintenance  of investor
                        accounts will be proportionately allocated between Class
                        A  Shares  and  Class  C  Shares  based  upon a  monthly
                        determination of (i) the percentage of total shareholder
                        accounts   represented  by  each  class,  and  (ii)  the
                        percentage  of total account  transactions  performed by
                        Vanguard   for  each  class.   In   allocating   account
                        maintenance  expenses  between the  classes,  the figure
                        based on determination  (i), above,  will be given a 75%
                        weighting  and the figure based on  determination  (ii),
                        above, will be given a 25% weighting.

                        (B)  LITERATURE PRODUCTION AND MAILING EXPENSES

                        Expenses  associated  with  shareholder  reports,  proxy
                        materials,   and  other  literature  will  be  allocated
                        between Class A Shares and Class C Shares based upon the
                        number of such items  produced and mailed for each class
                        of shares.

                  3.       OTHER CLASS SPECIFIC EXPENSES

<PAGE>

                  Expenses for the primary  benefit of a particular  share class
will be allocated  to that class.  Such  expenses  include the  following:  each
class's share of Vanguard's  operating  expenses (not including expenses related
to management of the Fund's assets allocated under subparagraph (B) below), blue
sky fees, and legal fees attributable to a particular class.

         B.       FUND EXPENSES

                  1.       ASSET MANAGEMENT EXPENSES

                  Expenses   associated  with  management  of  a  Fund's  assets
(including all investment advisory,  tax preparation,  and custody fees) will be
allocated  between  Class A  Shares  and  Class C Shares  on the  basis of their
relative net assets.

                  2.       OTHER FUND EXPENSES

                  Any other  expenses  not  described  above  will be  allocated
between  Class A  Shares  and  Class C  Shares  of a Fund on the  basis of their
relative net assets.

VI.      ALLOCATION OF INCOME, GAINS AND LOSSES

         Each Fund's income, gains, and losses will be allocated between Class A
Shares and Class C Shares on the basis of their relative net assets. As a result
of differences in allocated expenses, it is expected that the net income of, and
dividends   payable  to,  each  class  of  shares  will  vary.   Dividends   and
distributions  paid to each  class  of  shares  will be  calculated  in the same
manner, on the same day, and at the same time.

VII.     VOTING AND OTHER RIGHTS

         Class A Shares  and  Class C Shares of the Funds  will each  have:  (i)
exclusive  voting rights on any matter  submitted to  shareholders  that relates
solely to service  arrangements  for that class of shares;  (ii) separate voting
rights on any matter  submitted to  shareholders  in which the  interests of one
class  differ  from the  interests  of the other  class;  and (iii) in all other
respects the same rights,  obligations  and privileges as each other,  except as
described in this Multiple Class Plan.

VIII.    AMENDMENTS

         All material amendments to this Multiple Class Plan must be approved by
a majority of the Board of  Trustees  of the Trust,  including a majority of the
Trustees who are not interested persons of the Trust.



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