<PAGE>
PLACE
STAMP
HERE
(LOGO OF THE VANGUARD GROUP APPEARS HERE)
P.O. BOX 2600
VALLEY FORGE, PA 19482-2600
<PAGE>
I understand that a "Statement of Additional Information" about the Vanguard
Variable Annuity Plan contract has been filed with the Securities and Exchange
Commission. Please send me a free copy of the "Statement." I have printed my
name and address below.
Name ___________________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
City _____________________ State _____________________ ZIP _____________________
PSAI-st
1191
<PAGE>
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A Member of The Vanguard Group
(ART)
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PROSPECTUS--JANUARY 4, 1994
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Vanguard Variable Insurance Fund (the "Fund") is an open-
INVESTMENT end diversified investment company. The Fund is intended
OBJECTIVES AND exclusively as an investment vehicle for variable annuity
POLICIES or variable life insurance contracts offered by the sepa-
rate accounts of various insurance companies. The Fund of-
fers six distinct Portfolios.
The MONEY MARKET PORTFOLIO seeks to provide current income
and a stable net asset value of $1.00 per share by invest-
ing in high-quality money market instruments. ALTHOUGH THE
MONEY MARKET PORTFOLIO INVESTS IN HIGH QUALITY INSTRUMENTS,
AN INVESTMENT IN THE PORTFOLIO IS NEITHER INSURED NOR GUAR-
ANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE
THAT THE PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET
ASSET VALUE OF $1.00 PER SHARE. The HIGH-GRADE BOND PORTFO-
LIO seeks to duplicate the total return of publicly-traded,
investment grade fixed income securities as represented by
a broad investment grade bond index. The BALANCED PORTFOLIO
seeks to provide capital growth and a reasonable level of
current income by investing in a diversified portfolio of
common stocks and bonds. The objective of the EQUITY INCOME
PORTFOLIO is to provide a high level of current income by
investing principally in dividend-paying equity securities.
The EQUITY INDEX PORTFOLIO seeks to parallel the investment
results of the Standard & Poor's 500 Composite Stock Price
Index by investing in common stocks included in the Index.
The GROWTH PORTFOLIO seeks to provide long-term capital ap-
preciation by investing in equity securities of companies
based in the United States. There is no assurance that a
Portfolio will achieve its objective.
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OPENING AN Shares of the Portfolios are sold exclusively to separate
ACCOUNT accounts of insurance companies that offer variable annuity
or variable life insurance contracts. To open an account
and purchase shares of a Portfolio, please see the prospec-
tus for the insurance company separate account governing
the variable annuity or variable life insurance contract.
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This Prospectus sets forth concisely the information you
ABOUT THIS should know about the Fund. It should be retained for fu-
PROSPECTUS ture reference. You should read this Prospectus in conjunc-
tion with the prospectus describing the related insurance
company separate account. A "Statement of Additional Infor-
mation" containing additional information about the Fund
has been filed with the Securities and Exchange Commission.
Such Statement is dated January 4, 1994, and has been in-
corporated by reference into this Prospectus. A copy may be
obtained without charge by writing to the Fund or by call-
ing the insurance company sponsoring the variable life in-
surance or variable annuity contract.
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TABLE OF
CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Highlights........... 2
Financial Highlights. 4
Yield and Total
Return ............. 6
Investment
Objectives.......... 6
Investment Policies.. 7
Investment Risks...... 10
Who Should Invest..... 13
Implementation of
Policies............. 13
Investment
Limitations.......... 17
Management of the
Fund................. 18
Investment Advisers... 19
Dividends, Capital
Gains and Taxes...... 22
The Share Price of
Each Portfolio....... 23
General Information... 24
Shareholder Guide..... 24
</TABLE>
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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<PAGE>
HIGHLIGHTS
INVESTMENT Vanguard Variable Insurance Fund, (the "Fund") is an open-
OBJECTIVES AND end diversified investment company. The Fund is intended ex-
POLICIES clusively as an investment vehicle for variable annuity or
variable life insurance contracts offered by the separate
accounts of various insurance companies.
The Fund offers six Portfolios -- a money market portfolio,
a bond portfolio, a balanced portfolio,. an equity index
portfolio, an equity income portfolio and a growth portfo-
lio -- each with distinct investment objectives and poli-
cies.
MONEY MARKET PORTFOLIO -- seeks to provide a current income
and a stable net asset value of $1.00 per share. The Portfo-
lio invests primarily in high-quality money market instru-
ments issued by financial institutions, nonfinancial corpo-
rations, and the U.S. Government, as well as repurchase
agreements collateralized by such securities.
HIGH-GRADE BOND PORTFOLIO -- seeks to parallel the invest-
ment results (income plus capital change) of publicly-traded
investment grade fixed income securities in the aggregate by
attempting to duplicate the investment performance of a
broad investment grade bond index. The Portfolio invests
primarily in a diversified portfolio of U.S. Government and
corporate bonds and mortgage-backed securities.
BALANCED PORTFOLIO -- seeks to provide capital growth and a
reasonable level of current income by investing in a diver-
sified portfolio of common stocks and bonds.
EQUITY INCOME PORTFOLIO -- seeks to provide a high level of
current income by investing principally in dividend-paying
equity securities.
EQUITY INDEX PORTFOLIO -- seeks to parallel the investment
results of the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500"). The Portfolio invests primarily in
common stocks included in the S&P 500.
GROWTH PORTFOLIO -- seeks to provide long-term capital ap-
preciation by investing primarily in equity securities of
seasoned U.S. companies with above-average prospects for
growth.
There is no assurance that a Portfolio will achieve its
stated objective. PAGE 7
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INVESTMENT The MONEY MARKET PORTFOLIO is exposed primarily to credit
RISKS risk, the possibility that an issuer of securities will fail
to make timely payments of interest or principal to the
Portfolio. The Money Market Portfolio seeks to minimize such
risk by investing in top-rated money market instruments.
The HIGH-GRADE BOND PORTFOLIO is subject primarily to inter-
est rate and credit risk. The Portfolio, like the Lehman
Brothers Aggregate Bond Index (the "Lehman Bond Index") it
seeks to match, is expected to maintain an average weighted
maturity generally in excess of nine years. As a result, in-
terest rate risk -- i.e., the potential for a decline in the
market value of the Portfolio's fixed income securities due
to rising interest rates -- may range from moderate to high.
Credit risk, however, should be nominal, since the Portfolio
invests primarily in highly rated bonds and mortgage-backed
securities.
2
<PAGE>
The BALANCED PORTFOLIO, with its mix of both stocks and
bonds, is expected to exhibit less volatility than a port-
folio consisting entirely of common stocks.
The EQUITY INCOME, EQUITY INDEX AND GROWTH PORTFOLIOS are
exposed to stock market risk, the possibility that stock
prices will decline over short or even extended periods.
The U.S. stock market tends to be cyclical, with periods
when stock prices generally rise and periods when stock
prices generally decline. PAGE 10
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THE VANGUARD The Fund is a member of The Vanguard Group of Investment
GROUP Companies, a group of 32 investment companies with 77 dis-
tinct portfolios and total assets in excess of $120 bil-
lion. The Vanguard Group, Inc. ("Vanguard"), a subsidiary
jointly owned by the Vanguard Funds, provides all corporate
management, administrative, distribution, and shareholder
accounting services on an at-cost basis to the Funds in the
Group. PAGE 18
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FUND EXPENSES The Fund incurs annual operating expenses which include
Management, Advisory and Distribution expenses. For more
information please see the section entitled "Management of
the Fund" in this Prospectus and the "Fee Table" section of
the Contract's Prospectus. PAGE 18
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INVESTMENT The Money Market and High-Grade Bond Portfolios receive in-
ADVISERS vestment advisory services on an at-cost basis from Van-
guard's Fixed Income Group. Vanguard's Core Management
Group serves as investment adviser to the Equity Index
Portfolio. Wellington Management Company, Newell Associates
and Lincoln Capital Management Company, serve as indepen-
dent investment advisers to the Balanced, Equity Income and
Growth Portfolios, respectively. PAGE 19
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DIVIDENDS AND Both the Money Market and High-Grade Bond Portfolios de-
CAPITAL GAINS clare dividends daily based on ordinary income and distrib-
ute dividends monthly. The Balanced, Equity Income and Eq-
uity Index Portfolios distribute dividends based on ordi-
nary income quarterly while the Growth Portfolio distrib-
utes dividends annually. Any capital gains distributions in
the High-Grade Bond, Balanced, Equity Income, Equity Index
and Growth Portfolios are made annually. PAGE 22
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TAXES The tax consequences of your investment in the Fund depend
upon the specific provisions of your variable life insur-
ance or annuity contract. For more information, see the
prospectus for that contract. PAGE 22
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PURCHASING AND You cannot purchase shares of the Fund directly, but only
SELLING SHARES through a variable life insurance or variable annuity con-
tract offered through an insurance company separate ac-
count. Please refer to the prospectus of the insurance com-
pany separate account for information on how to purchase
and redeem shares. PAGE 24
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3
<PAGE>
FINANCIAL The following financial highlights information for a share
HIGHLIGHTS outstanding throughout each period presented, have been au-
dited by Price Waterhouse, independent accountants, whose
report thereon was unqualified. This information should be
read in conjunction with the Fund's financial statements and
notes thereto, which are incorporated by reference in the
Statement of Additional Information and in this Prospectus,
and which appear, along with the report of Price Waterhouse,
in the Fund's 1993 Annual Report to Shareholders.
<TABLE>
<CAPTION>
MONEY MARKET HIGH-GRADE BOND
PORTFOLIO PORTFOLIO
------------------------- ----------------------------
YEAR YEAR
ENDED MAY 2+ TO ENDED APRIL 29+ TO
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
1993 1992 1991 1993 1992 1991
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $ 1.00 $ 1.00 $1.00 $10.64 $10.24 $10.00
------ ------ ----- ------ ------ ------
INVESTMENT OPERATIONS
Net Investment Income.. .030 .040 .023 .636 .705 .299
Net Realized and
Unrealized Gain (Loss)
on Investments........ -- -- -- .349 .427 .240
------ ------ ----- ------ ------ ------
TOTAL FROM INVESTMENT
OPERATIONS............ .030 .040 .023 .985 1.132 .539
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DISTRIBUTIONS
Dividends from Net
Investment Income..... (.030) (.040) (.023) (.636) (.705) (.299)
Distributions from
Realized Capital
Gains................. -- -- -- (.049) (.027) --
------ ------ ----- ------ ------ ------
TOTAL DISTRIBUTIONS.... (.030) (.040) (.023) (.685) (.732) (.299)
- ---------------------------------------------------------------------------------
NET ASSET VALUE, END OF
PERIOD................. $ 1.00 $ 1.00 $1.00 $10.94 $10.64 $10.24
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TOTAL RETURN............ 3.05% 4.11% 2.35%** 9.64% 11.47% 5.48%**
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RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (Millions)...... $ 114 $ 71 $ 27 $ 85 $ 52 $ 16
Ratio of Expenses to
Average Net Assets..... .29% .33% .34%* .29% .32% .40%*
Ratio of Net Investment
Income to Average Net
Assets................. 3.00% 3.90% 5.50%* 5.92% 6.66% 6.89%*
Portfolio Turnover Rate. N/A N/A N/A 73% 31% 9%
</TABLE>
* Annualized.
** Not Annualized.
+ Commencement of Operations.
4
<PAGE>
<TABLE>
<CAPTION>
BALANCED EQUITY INDEX
PORTFOLIO PORTFOLIO
-------------------------- ----------------------------
YEAR YEAR
ENDED MAY 23+ TO ENDED APRIL 29+ TO
SEPT. 30, SEPT. 30, SEPT. 30, SEPT. 30,
1993 1992 1991 1993 1992 1991
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD.... $10.83 $10.25 $10.00 $11.32 $10.45 $10.00
------ ------ ------ ------ ------ ------
INVESTMENT OPERATIONS
Net Investment Income.. .67 .51 .19 .34 .26 .08
Net Realized and
Unrealized Gain (Loss)
on Investments........ .80 .52 .06 1.07 .85 .37
------ ------ ------ ------ ------ ------
TOTAL FROM INVESTMENT
OPERATIONS............ 1.47 1.03 .25 1.41 1.11 .45
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DISTRIBUTIONS
Dividends from Net In-
vestment Income....... (.69) (.45) -- (.34) (.24) --
Distributions from Re-
alized Capital Gains.. (.03) -- -- (.02) -- --
------ ------ ------ ------ ------ ------
TOTAL DISTRIBUTIONS.... (.72) (.45) -- (.36) (.24) --
- ----------------------------------------------------------------------------------
NET ASSET VALUE, END OF
PERIOD................. $11.58 $10.83 $10.25 $12.37 $11.32 $10.45
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TOTAL RETURN............ 14.10% 10.29% 2.50%** 12.68% 10.74% 4.50%**
- ----------------------------------------------------------------------------------
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RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Pe-
riod (Millions)........ $ 191 $ 76 $ 13 $ 165 $ 85 $ 24
Ratio of Expenses to
Average Net Assets..... .39% .42% .51%* .29% .32% .45%*
Ratio of Net Investment
Income to Average Net
Assets................. 4.45% 4.77% 5.24%* 2.63% 2.84% 3.22%*
Portfolio Turnover Rate. 41% 15% 3% 16% 1% 5%
</TABLE>
* Annualized.
** Not Annualized.
+ Commencement of Operations.
<TABLE>
<CAPTION>
EQUITY
INCOME GROWTH
PORTFOLIO PORTFOLIO
---------- ----------
JUNE 7+ TO JUNE 7+ TO
SEPT. 30, SEPT. 30,
1993 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD................... $10.00 $10.00
------ ------
INVESTMENT OPERATIONS
Net Investment Income................................. .14 .04
Net Realized and Unrealized Gain (Loss) on Invest-
ments................................................ .54 .22
------ ------
TOTAL FROM INVESTMENT OPERATIONS...................... .68 .26
- --------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net Investment Income.................. (.11) --
Distributions from Realized Capital Gains............. -- --
------ ------
TOTAL DISTRIBUTIONS................................... (.11) --
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NET ASSET VALUE, END OF PERIOD......................... $10.57 $10.26
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TOTAL RETURN........................................... 6.81%** 2.60%**
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RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Millions)................... $ 50 $ 36
Ratio of Expenses to Average Net Assets................ .39%* .43%*
Ratio of Net Investment Income to Average Net Assets... 4.30%* 1.63%*
Portfolio Turnover Rate................................ 2% 10%
</TABLE>
* Annualized.
** Not Annualized.
+ Commencement of Operations.
5
<PAGE>
YIELD AND TOTAL From time to time, a Portfolio of the Fund may advertise its
RETURN yield and total return. Both yield and total return figures
are based on historical earnings and are not intended to in-
dicate future performance. The "total return" of a Portfolio
refers to the average annual compounded rates of return over
one-, five-, and ten-year periods or for the life of the
Portfolio (as stated in the advertisement) that would equate
an initial amount invested at the beginning of a stated pe-
riod to the ending redeemable value of the investment, as-
suming the reinvestment of all dividend and capital gains
distributions.
The "30-day yield" of a Portfolio is calculated by dividing
net investment income per share earned during a 30-day pe-
riod by the net asset value per share on the last day of the
period. Net investment income includes interest and dividend
income earned on the Portfolio's securities; it is net of
all expenses and all recurring and nonrecurring charges that
have been applied to all shareholder accounts. The yield
calculation assumes that net investment income earned over
30 days is compounded monthly for six months and then
annualized. Methods used to calculate advertised yields are
standardized for all stock and bond mutual funds. However,
these methods differ from the accounting methods used by a
Portfolio to maintain its books and records, and so the ad-
vertised 30-day yield may not fully reflect the income paid
to your own account or the yield reported in the Portfolio's
reports to shareholders.
The Money Market Portfolio's "seven-day" or "current" yield
reflects the income earned by a hypothetical account in the
Portfolio during a seven-day period, expressed as an annual
percentage rate. The Portfolio's "effective yield" assumes
that the income over the seven-day period is reinvested
weekly, resulting in a slightly higher stated yield through
compounding.
YIELDS AND TOTAL RETURNS QUOTED FOR THE PORTFOLIOS INCLUDE
THE EFFECT OF DEDUCTING THE PORTFOLIOS' EXPENSES, BUT MAY
NOT INCLUDE CHARGES AND EXPENSES ATTRIBUTABLE TO ANY PARTIC-
ULAR INSURANCE PRODUCT. SINCE YOU CAN ONLY PURCHASE SHARES
OF THE PORTFOLIOS THROUGH A VARIABLE ANNUITY OR VARIABLE
LIFE CONTRACT, YOU SHOULD CAREFULLY REVIEW THE PROSPECTUS OF
THE INSURANCE PRODUCT YOU HAVE CHOSEN FOR INFORMATION ON
RELEVANT CHARGES AND EXPENSES. EXCLUDING THESE CHARGES FROM
QUOTATIONS OF THE PORTFOLIOS' PERFORMANCE HAS THE EFFECT OF
INCREASING THE PERFORMANCE QUOTED. YOU SHOULD BEAR IN MIND
THE EFFECT OF THESE CHARGES WHEN COMPARING THE PORTFOLIOS'
PERFORMANCE TO THOSE OF OTHER MUTUAL FUNDS. PLEASE REVIEW
CAREFULLY THE YIELD AND TOTAL RETURN FIGURES FOR THE PARTIC-
ULAR INSURANCE PRODUCT WHICH ACCOMPANY THE YIELDS AND TOTAL
RETURNS QUOTED FOR THE PORTFOLIOS.
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INVESTMENT The Fund is intended exclusively as an investment vehicle
OBJECTIVES for variable annuity or variable life insurance contracts
offered by various insurance companies.
THE FUND OFFERS The Fund offers six distinct Portfolios -- a money market
SIX DISTINCT portfolio, a bond portfolio, a balanced portfolio, an equity
PORTFOLIOS index portfolio, an equity income portfolio and a growth
portfolio:
The MONEY MARKET PORTFOLIO seeks to provide a current income
consistent with the preservation of capital and liquidity.
The Portfolio also seeks to maintain a stable net asset
value of $1.00 per share.
6
<PAGE>
The HIGH-GRADE BOND PORTFOLIO seeks to duplicate the total
return of publicly-traded investment grade fixed income se-
curities in the aggregate by attempting to duplicate the
investment performance of a broad investment grade bond
index.
The BALANCED PORTFOLIO seeks to provide capital growth and
a reasonable level of current income.
THE EQUITY INCOME PORTFOLIO seeks to provide a high level
of current income.
The EQUITY INDEX PORTFOLIO seeks to parallel the investment
results of the Standard & Poor's 500 Composite Stock Price
Index (the "S&P 500").
THE GROWTH PORTFOLIO seeks to provide long-term capital ap-
preciation.
There is no assurance that a Portfolio will achieve its
stated objective.
- --------------------------------------------------------------------------------
INVESTMENT The six Portfolios of the Fund follow distinct investment
POLICIES policies. The Portfolio's are managed without regard to tax
ramifications.
THE MONEY MARKET The MONEY MARKET PORTFOLIO invests in the following high-
PORTFOLIO quality money market obligations issued by financial insti-
INVESTS IN HIGH- tutions, nonfinancial corporations, and the U.S. Govern-
QUALITY MONEY ment, its agencies, and instrumentalities:
MARKET
SECURITIES (1) Negotiable certificates of deposit and bankers' accept-
ances of U.S. banks having total assets in excess of $1
billion.
(2) Commercial paper (including variable amount master de-
mand notes) rated Prime-1 by Moody's Investors Service,
Inc. ("Moody's") or A-1 by Standard and Poor's Corpora-
tion ("Standard and Poor's") or, if unrated, issued by
a corporation having an outstanding debt issue rated
Aa3 or better by Moody's or AA- or better by Standard
and Poor's.
(3) Short-term corporate obligations rated Aa3 or better by
Moody's or AA- or better by Standard and Poor's.
(4) Short-term Eurodollar and Yankee bank obligations. Eu-
rodollar bank obligations are dollar-denominated cer-
tificates of deposit or time deposits issued outside
the U.S. capital markets by foreign branches of U.S.
banks or by foreign banks; Yankee bank obligations are
dollar-denominated obligations issued in the U.S. capi-
tal markets by foreign banks.
(5) U.S. Treasury obligations including bills, notes,
bonds, and other debt obligations issued by the U.S.
Treasury. These securities are backed by the full faith
and credit of the U.S. Government.
(6) Securities issued or guaranteed by agencies and instru-
mentalities of the U.S. Government. These include secu-
rities issued by the Federal Home Loan Banks, Federal
Land Bank, Farmers Home Administration, Farm Credit
Banks, Federal Intermediate Credit Bank, Federal Na-
tional Mortgage Association, Federal Financing Bank,
the Tennessee Valley Authority, and others. Such "agen-
cy" securities may not be backed by the full faith and
credit of the U.S. Government.
7
<PAGE>
(7) Repurchase agreements that are collateralized by the se-
curities listed in (1), (5), and (6) above.
In addition, up to 10% of the Money Market Portfolio's as-
sets may be invested in "restricted" money market securities
that are not freely marketable or that are subject to re-
strictions on disposition under the Securities Act of 1933.
The Money Market Portfolio will only invest in securities
that mature in 13 months or less and will maintain an aver-
age weighted maturity of 90 days or less.
THE HIGH-GRADE The HIGH-GRADE BOND PORTFOLIO will invest in a statistically
BOND PORTFOLIO selected sample of fixed income and mortgage-backed securi-
INVESTS IN ties included in the Lehman Brothers Aggregate Bond Index
GOVERNMENT AND (the "Lehman Bond Index"). The Portfolio will invest 80% or
CORPORATE BONDS more of its assets in securities included in the Lehman Bond
Index, including not less than 65% of its assets in U.S.
Government or corporate bonds.
The Portfolio encompasses three major classes of investment
grade fixed income securities in the United States: U.S.
Treasury and agency securities, corporate debt obligations,
and mortgage-backed securities. As of November 30, 1993,
these three classes represented the following proportions of
the Portfolio's total market value:
<TABLE>
<S> <C>
U.S. Treasury and agency
securities 36%
Corporate debt obligations 35%
Mortgage-backed securities 29%
</TABLE>
Since 1980, the effective average weighted maturity of the
Portfolio has ranged from a high of 11.2 years to a low of
8.8 years; it was 8.9 years on November 30, 1993.
THE BALANCED The BALANCED PORTFOLIO invests in a diversified portfolio of
PORTFOLIO both common stocks and bonds. Under normal circumstances, it
INVESTS IN BOTH is expected that common stocks will represent 60% to 70% of
STOCKS AND the Portfolio's total assets. The Portfolio's common stocks
BONDS are held for the purpose of providing reasonable dividend
income and long-term growth of capital and income.
The remaining 30% to 40% of the Portfolio's assets will be
invested in high-quality fixed income securities. These se-
curities include investment grade corporate bonds (those
rated a minimum of Baa by Moody's or BBB by Standard &
Poor's) as well as securities issued by the U.S. Government,
its agencies and instrumentalities, including Government Na-
tional Mortgage Association (GNMA) mortgage pass-through
certificates. The Portfolio may also hold short-term fixed
income securities of the type authorized for the Money Mar-
ket Portfolio as cash reserves.
The amount invested in stocks, bonds and cash reserves may
be varied from time to time, depending upon the assessment
of business, economic and market conditions by the Portfo-
lio's adviser, Wellington Management Company. The Portfolio
reserves the right to hold equity, fixed income and cash se-
curities in whatever proportions deemed desirable at any
given time for defensive purposes.
The Balanced Portfolio may also invest up to 10% of its as-
sets in foreign securities, and may invest in stock and bond
index futures and options to a limited extent. The Portfolio
8
<PAGE>
is also authorized to invest in preferred stocks, although
it does not presently intend to do so.
THE EQUITY INDEX The EQUITY INDEX PORTFOLIO expects to invest in all 500
PORTFOLIO stocks in the Standard & Poor's 500 Composite Stock Price
INVESTS IN S&P Index ("S&P 500 Index") in approximately the same propor-
500 STOCKS tions as they are represented in the Index. The 500 stocks
in the S&P 500 Index are selected by Standard & Poor's Cor-
poration to be included in the Index. The 500 securities,
most of which trade on the New York Stock Exchange, repre-
sent approximately 75% of the market value of all U.S. com-
mon stocks.
THE EQUITY Under normal circumstances, the EQUITY INCOME PORTFOLIO
INCOME PORTFOLIO will invest at least 80% of its assets in income-producing
INVESTS IN equity securities, including dividend-paying common stocks
STOCKS and securities which are convertible into common stocks.
The Portfolio intends to invest in securities which gener-
ate relatively high levels of dividend income and have the
potential for capital appreciation. These generally include
common stocks of established, high-quality U.S. corpora-
tions. In addition, the Portfolio will seek to diversify
its investments over a carefully selected list of securi-
ties in order to moderate the risks inherent in equity in-
vestments.
The EQUITY INCOME PORTFOLIO will invest in a company's se-
curities following a fundamental analysis of the issuing
company. An important part of this analysis will be the ex-
amination of the company's ability to maintain its divi-
dend. Over time, dividend income has proven to be an impor-
tant component of total return. For example, during the
ten-year period ended September 1993, reinvested dividend
income accounted for approximately 27% of the total return
of the S&P 500 Index. Also, dividend income tends to be a
more stable source of total return than capital apprecia-
tion. While the price of a company's common stock can be
significantly affected by market fluctuations and other
short-term factors, its dividend level usually has greater
stability. For this reason, securities which pay a high
level of dividend income are generally less volatile in
price than securities which pay a low level of dividend in-
come.
Although the Portfolio intends to invest primarily in eq-
uity securities, it may invest up to 20% of its assets in
certain cash investments and investment grade fixed income
securities (those rated BBB or better by Standard & Poor's
Corporation or Baa or better by Moody's Investors Service).
See "Implementation of Policies" for a description of these
and other investment practices of the Fund.
THE GROWTH The GROWTH PORTFOLIO invests primarily in equity securities
PORTFOLIO of seasoned U.S. companies with above-average prospects for
INVESTS IN growth. In selecting securities for the Portfolio, Lincoln
STOCKS Capital Management, adviser to the Portfolio, emphasizes
common stocks of high quality, established growth compa-
nies. Such companies tend to have exceptional growth rec-
ords, strong market positions, reasonable financial
strength, and relatively low sensitivity to changing eco-
nomic conditions. The adviser seeks to identify common
stocks that sell at attractive valuations and companies
that have the best prospects for continued above-average
growth.
9
<PAGE>
TWO PORTFOLIOS The HIGH-GRADE BOND and EQUITY INDEX PORTFOLIOS are not man-
USE A "PASSIVE" aged according to traditional methods of "active" investment
INVESTMENT management, which involve the buying and selling of securi-
APPROACH ties based upon economic, financial and market analyses and
investment judgment. Instead, these Portfolios, utilizing a
"passive" or "indexing" investment approach, attempt to pro-
vide investment results that parallel their respective in-
dexes through statistical procedures. These statistical
techniques are expected to enable the Portfolios to track
their benchmark indexes, while minimizing brokerage, custo-
dial and accounting costs.
For the High-Grade Bond and Equity Index Portfolios, the
ability to parallel the investment results of an index de-
pends upon the Portfolio's total assets. In the initial
phases of the Fund, when a Portfolio's assets are still at a
low level, a Portfolio's investment performance may diverge
significantly from that of its benchmark index. Once the
Portfolio has reached a substantial asset size, however, the
correlation between the performance of a Portfolio and its
benchmark index is expected to be 0.95 or higher. (A corre-
lation of 1.00 would indicate perfect correlation, which
would be achieved when the net asset value of a Portfolio,
including the value of its dividend and capital gains dis-
tributions, increases or decreases in exact proportion to
changes in an index.) A correlation of 0.95 or higher is ex-
pected to be achieved when the Portfolios exceeds $100 mil-
lion in assets.
The High-Grade Bond and Equity Index Portfolios may invest
in the same money market instruments authorized for the
Money Market Portfolio, although cash or cash equivalents
are normally expected to represent less than 1% of each
Portfolio's assets. These two Portfolios may also invest up
to 20% of their assets in futures contracts and options in
order to invest uncommitted cash balances, to maintain li-
quidity to meet shareholder redemptions, or to minimize
trading costs.
However, in keeping with their "passive" investment strate-
gy, the two Portfolios will not invest in cash reserves,
futures contracts, or options transactions as part of a tem-
porary defensive strategy -- e.g., increasing a Portfolio's
cash position--in order to protect against stock or bond
market declines. The Portfolios intend to remain fully in-
vested, to the extent practicable, in a pool of securities
with investment characteristics similar to those of their
respective indexes.
See "Implementation of Policies" for a further description
of these and other investment practices of the Fund.
The investment policies of the Fund are not fundamental and
so may be changed by the Board of Trustees without share-
holder approval. However, shareholders would be notified
prior to a material change.
- -------------------------------------------------------------------------------
INVESTMENT The six Portfolios differ substantially in terms of invest-
RISKS ment risks.
CREDIT RISK FOR The MONEY MARKET PORTFOLIO is subject primarily to credit
THE MONEY MARKET risk, the possibility that an issuer of securities will be
PORTFOLIO SHOULD unable to make timely payments of interest and principal to
BE VERY LOW the Portfolio. Because the Portfolio invests in obligations
of private financial and nonfinancial corporations, credit
risk is higher than for a money market fund investing in se-
curities of the U.S. Government. However, relative to the
fixed income market generally,
10
<PAGE>
the quality of the bank and corporate obligations held by
the Money Market Portfolio is high, and so credit risk
should be very low.
THE HIGH-GRADE As a mutual fund investing in U.S. Government and corporate
BOND PORTFOLIO bonds and mortgage-backed securities, the HIGH-GRADE BOND
IS SUBJECT TO PORTFOLIO is exposed to interest rate, prepayment, and
INTEREST RATE, credit risks.
PREPAYMENT, AND
CREDIT RISKS
INTEREST RATE RISK is the potential for a decline in the
value of fixed income securities due to rising interest
rates. In general, bond prices vary inversely with interest
rates. If interest rates rise, bond prices generally de-
cline; if interest rates fall, bond prices generally rise.
In addition, for a given change in interest rates, longer-
maturity bonds fluctuate more in price (gaining or losing
more in value) than shorter-maturity bonds.
The Lehman Bond Index and the High-Grade Bond Portfolio are
expected to maintain an intermediate-term average weighted
maturity, and may therefore be subject to a moderate to
high level of interest rate risk. The following chart il-
lustrates the potentially high level of interest rate risk
of the Lehman Bond Index and the Portfolio by summarizing
the effect of rising and falling interest rates on a single
10-year bond yielding 9%:
<TABLE>
<CAPTION>
CHANGE IN
PRINCIPAL VALUE
OF 10-YEAR BOND
PERCENTAGE POINT ----------------
CHANGE IN RISING FALLING
INTEREST RATES RATES RATES
---------------- ------- --------
<S> <C> <C>
1% Change - 6.2% + 6.8%
2% Change -12.0 +14.2
3% Change -17.2 +22.3
</TABLE>
This chart is intended to provide you with general guide-
lines for determining the degree of interest rate risk to
which the Portfolio may be exposed.
Because of its holdings of mortgage-backed securities, the
High-Grade Bond Portfolio will also be subject to MORTGAGE
PREPAYMENT RISK to a limited extent. Prepayment risk is the
possibility that, during periods of declining interest
rates, the principal invested in high-yielding mortgage-
backed securities will be repaid earlier than scheduled. As
a result, the Portfolio will be forced to reinvest the un-
anticipated payments at generally lower rates.
Prepayment risk has three important effects. First, when
mortgage prepayments are reinvested at lower rates, the in-
come from the Portfolio's mortgage-backed securities will
decline. Second, when interest rates fall and prepayments
increase, mortgage-backed securities will not enjoy as
large a gain in market value as ordinary bonds do. Third,
when interest rates rise and mortgage prepayments decrease,
mortgage-backed securities may decline in market value more
than ordinary bonds. To compensate for these risks, mort-
gage-backed securities generally offer higher yields than
bonds of comparable quality and maturity.
CREDIT RISK for the High-Grade Bond Portfolio is expected
to be low, in part reflecting the high quality of the secu-
rities included in the Lehman Bond Index. A large propor-
tion of securities in the Index are AAA-rated U.S. Govern-
ment bonds or Government-guaranteed mortgage-backed securi-
ties. It is anticipated that the average credit quality of
the Portfolio will be equivalent to a rating of at least
AAA from Standard & Poor's or Aaa from Moody's.
11
<PAGE>
However, to a limited extent, the High-Grade Bond Portfolio
will be exposed to event risk -- i.e., the possibility that
corporate fixed income securities held by the Portfolio may
decline substantially in credit quality and market value due
to a corporate merger, leveraged buyout, takeover or similar
event. While event risk may be high for certain corporate
securities held by the Portfolio, event risk for the Portfo-
lio in the aggregate should be low because of the Portfo-
lio's diversified holdings and the small percentage of the
Portfolio's assets likely to be invested in corporate obli-
gations.
THE BALANCED As a mutual fund investing in both stocks and bonds, the
PORTFOLIO IS BALANCED PORTFOLIO is subject to both stock market and in-
EXPOSED TO THE terest rate (bond) risk. Fluctuating stock prices are ex-
RISKS OF STOCKS pected to have a significant effect on the Portfolio's share
AND BONDS AND price, as the Portfolio invests 60% to 70% of its assets in
MANAGER RISK common stocks. Bond price fluctuations will have a corre-
spondingly smaller influence. In the past, the stock and
bond markets have, from time to time, fluctuated indepen-
dently of one another. As a result, with its mix of stocks
and bonds, the Balanced Portfolio is likely to entail less
investment risk -- and a potentially lower return -- than a
portfolio investing exclusively in common stocks.
The investment adviser of the Balanced Portfolio manages the
Portfolio according to the traditional methods of "active"
investment management, which involves the buying and selling
of securities based upon economic, financial and market
analysis and investment judgement. Manager risk refers to
the possibility that the Portfolio's investment adviser may
fail to execute the Portfolio's investment strategy effec-
tively. As a result, the Portfolio may fail to achieve its
stated objective.
THE EQUITY The EQUITY INCOME, EQUITY INDEX AND GROWTH PORTFOLIOs are
INCOME, EQUITY subject to stock market risk -- i.e., the possibility that
INDEX AND common stock prices will decline over short or even extended
GROWTH periods. The U.S. stock market tends to be cyclical, with
PORTFOLIOS ARE periods when stock prices generally rise and periods when
SUBJECT TO stock prices generally decline.
STOCK MARKET
RISK
To illustrate the volatility of stock prices, the following
table sets forth the extremes for stock market returns as
well as the average return for the period from 1926 to 1992,
as measured by the S&P 500 Index:
AVERAGE ANNUAL U.S. STOCK MARKET RETURNS (1926-1992) OVER
VARIOUS TIME HORIZONS
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS 20 YEARS
------ ------- -------- --------
<S> <C> <C> <C> <C>
Best +53.9% +23.9% +20.1% +16.9%
Worst -43.3 -12.5 - 0.9 + 3.1
Average +12.2 +10.1 +10.4 +10.4
</TABLE>
As shown, from 1926 to 1992, common stocks, as measured by
the S&P 500 Index, have provided an average annual total re-
turn (capital appreciation plus dividend income) of +12.2%.
While this average return can be used as a guide for setting
reasonable expectations for future stock market returns, it
may not be useful for forecasting future returns in any par-
ticular period, as stock market returns are quite volatile
from year to year.
- -------------------------------------------------------------------------------
12
<PAGE>
WHO SHOULD The Portfolios of the Fund are intended exclusively as in-
INVEST vestment vehicles for variable annuity and variable life
insurance contracts offered by the separate accounts of
INVESTORS various insurance companies. Such contracts may provide
SEEKING A certain tax benefits, as outlined in the accompanying pro-
DIVERSIFIED spectus for the insurance company's variable life insurance
INVESTMENT or variable annuity policy.
PROGRAM FOR
VARIABLE The Money Market Portfolio is appropriate for investors who
INSURANCE OR desire maximum principal stability with current income. The
ANNUITY High-Grade Bond Portfolio is designed for investors who are
CONTRACTS seeking a higher level of income than generally provided by
the Money Market Portfolio, and who are willing to accept
short-term price fluctuations in the value of their invest-
ment. The Balanced Portfolio is designed for investors who
are seeking the potential capital appreciation provided by
common stocks, but who also wish to counterbalance the in-
herent risks of common stocks with an investment in fixed
income securities. The Equity Income Portfolio is designed
for investors who are seeking a high level of current in-
come and the potential for long-term capital appreciation
with lower investment risk and volatility than is normally
available from common stock portfolios. The Equity Index
and Growth Portfolios are intended for investors who are
seeking the potentially higher returns of common stocks and
who can tolerate sudden, often substantial, fluctuations in
the value of their investment. In general, there can be no
assurance that a Portfolio will achieve its stated objec-
tive.
The Fund is intended to be a long-term investment vehicle
and is not designed to provide investors with a means of
speculating on short-term market movements. Investors who
engage in excessive account activity generate additional
costs which are borne by all of the Fund's shareholders. In
order to minimize such costs, the Fund has adopted the fol-
lowing policies. The Fund reserves the right to reject any
purchase request (including exchange purchases from other
Vanguard portfolios) that is reasonably deemed to be dis-
ruptive to efficient portfolio management. Additionally,
the Fund has adopted exchange privilege limitations in or-
der to prevent excessive use of the exchange privilege af-
forded shareholders. Exchange activity generally will not
be deemed excessive if limited to TWO SUBSTANTIVE EXCHANGE
REDEMPTIONS (AT LEAST 30 DAYS APART) from a Portfolio dur-
ing any calendar year. These limitations do not apply to
exchanges from Vanguard's money market portfolio. Finally,
the Fund reserves the right to suspend the offering of its
shares.
An investment in a single Portfolio of the Fund should not
be considered a complete investment program. Most investors
should maintain diversified holdings with different risk
characteristics--including common stocks, bonds, and money
market instruments.
- --------------------------------------------------------------------------------
IMPLEMENTATION Each Portfolio follows a number of additional investment
OF POLICIES practices in pursuit of its investment objective.
EACH PORTFOLIO The six Portfolios of the Fund may invest in repurchase
MAY INVEST IN agreements according to the restrictions and limitations
REPURCHASE set forth previously in "Investment Policies." A repurchase
AGREEMENTS agreement is a means of investing monies for a short peri-
od. In a repurchase agreement, a seller--a U.S. commercial
bank or recognized U.S. securities dealer -- sells securi-
ties to a Portfolio and agrees to repurchase the securities
at the Portfolio's cost plus interest within a specified
period (normally one day). In these transactions, the secu-
rities pur-
13
<PAGE>
chased by the Portfolio will have a total value equal to or
in excess of the value of the repurchase agreement and will
be held by the Fund's custodian bank until repurchased.
The use of repurchase agreements involves certain risks. For
example, if the seller of the agreement defaults on its ob-
ligation to repurchase the underlying securities at a time
when the value of these securities has declined, the Portfo-
lio may incur a loss upon disposition of them. If the seller
of the agreement becomes insolvent and subject to liquida-
tion or reorganization under the bankruptcy code or other
laws, a bankruptcy court may determine that the underlying
securities are collateral not within the control of the
Portfolio and therefore subject to sale by the trustee in
bankruptcy. Finally, it is possible that the Portfolio may
not be able to substantiate its interest in the underlying
securities. While the Fund's management acknowledges these
risks, it is expected that they can be controlled through
stringent security selection and careful monitoring.
THE MONEY MARKET Eurodollar bank obligations are dollar-denominated certifi-
PORTFOLIO MAY cates of deposit or time deposits issued outside the U.S.
INVEST IN capital markets by the foreign branches of U.S. banks and by
EURODOLLAR OR foreign banks; Yankee bank obligations are dollar-
YANKEE denominated obligations issued in the U.S. capital markets
OBLIGATIONS by foreign banks.
Eurodollar and Yankee obligations are subject to the same
risks that pertain to domestic issues, notably credit risk,
market risk, and liquidity risk. Additionally, Eurodollar
(and, to a limited extent, Yankee) obligations are subject
to certain sovereign risks. One such risk is the possibility
that a foreign government might prevent dollar-denominated
funds from flowing across its borders. Other risks include:
adverse political and economic developments in a foreign
country; the extent and quality of government regulation of
financial markets and institutions; the imposition of for-
eign withholding taxes; and expropriation or nationalization
of foreign issuers. However, Eurodollar and Yankee obliga-
tions will undergo the same credit analysis as domestic is-
sues in which the Money Market Portfolio invests, and for-
eign issuers will be required to meet the same tests of fi-
nancial strength as the domestic issuers approved for the
Money Market Portfolio.
THE HIGH-GRADE The High-Grade Bond Portfolio will invest 80% or more of its
BOND PORTFOLIO assets in securities included in the Lehman Bond Index. The
INVESTS IN BONDS Lehman Bond Index measures the total investment return (cap-
AND MORTGAGE ital change plus income) provided by a universe of fixed in-
SECURITIES come securities, weighted by the market value outstanding of
each security. As of November 30, 1993, over 6,000 issues
(including bonds, notes, debentures and mortgage issues)
were included in the Lehman Bond Index, representing more
than $4.2 trillion in market value. The securities included
in the Lehman Bond Index generally meet the following crite-
ria, as defined by Lehman Brothers: an effective maturity of
not less than one year; an outstanding market value of at
least $100 million; and investment-grade quality (i.e.,
rated a minimum of Baa by Moody's or BBB by Standard &
Poor's).
THE HIGH-GRADE The High-Grade Bond Portfolio will not invest in all of the
BOND PORTFOLIO individual issues that comprise the Lehman Bond Index be-
USES A cause of the large number of securities (approximately
"SAMPLING" 6,000) involved. Instead, the Portfolio will hold a repre-
TECHNIQUE sentative sample of the securities in the Index. Securities
will be chosen for the Portfolio so that the Portfolio's
fundamental characteristics are similar to those of the Leh-
man Bond Index.
14
<PAGE>
Over time, as the Portfolio's assets increase, the Portfo-
lio will seek to hold securities which reflect the weight-
ing of the three major classes in the Index -- U.S. Trea-
sury and agency securities, corporate debt, and mortgage-
backed securities. For example, if U.S. Treasury and agency
securities represent 60% of the Index, then approximately
60% of the Portfolio's assets will also be invested in such
securities. As the Portfolio grows, these classes will be
further delineated along the lines of sector, term to matu-
rity, coupon, and credit rating. For example, within the
corporate debt class, all long-term, low coupon AA-rated
utility bonds might be represented in the Portfolio by one
or two individual utility securities.
THE HIGH-GRADE As part of its effort to duplicate the investment perfor-
BOND PORTFOLIO mance of the Lehman Bond Index, the High-Grade Bond Portfo-
MAY INVEST IN lio will invest in mortgage-backed securities. Mortgage-
MORTGAGE-BACKED backed securities represent an interest in an underlying
SECURITIES pool of mortgages. Unlike ordinary fixed income securities,
which generally pay a fixed rate of interest and return
principal upon maturity, mortgage-backed securities repay
both interest income and principal as part of their peri-
odic payments. Because the mortgages underlying mortgage-
backed certificates can be prepaid at any time by homeown-
ers or corporate borrowers, mortgage-backed securities give
rise to certain unique "prepayment" risks. See "Investment
Risks."
The High-Grade Bond Portfolio may purchase mortgage-backed
securities issued by the Government National Mortgage Asso-
ciation (GNMA), the Federal Home Loan Mortgage Corporation
(FHLMC), the Federal National Mortgage Association (FNMA),
and the Federal Housing Authority (FHA). GNMA securities
are guaranteed by the U.S. Government as to the timely pay-
ment of principal and interest; securities from other gov-
ernment-sponsored entities are generally not secured by an
explicit pledge of the U.S. Government. The Portfolio may
also invest in conventional mortgage securities, which are
packaged by private corporations and are not guaranteed by
the U.S. Government, to the extent that these securities
are represented in the index.
Mortgage securities that are guaranteed by the U.S. Govern-
ment are guaranteed only as to the timely payment of prin-
cipal and interest. The market value of such securities is
not guaranteed and may fluctuate. See "Investment Risks."
THE EQUITY INDEX The Equity Index Portfolio attempts to duplicate the in-
PORTFOLIO vestment results of the S&P 500 Index by holding all 500
INVESTS IN ALL stocks in approximately the same proportions as they are
500 S&P STOCKS represented in the S&P 500 Index. This indexing technique
is known as "complete replication."
Each stock in the S&P 500 Index is weighted by its market
value. Because of the market-value weighting, the 50 larg-
est companies in the S&P 500 Index currently account for
approximately 50% of the Index. Typically, companies in-
cluded in the S&P 500 Index are the largest and most domi-
nant firms in their respective industries. As of December,
1993, the five largest companies in the Index were General
Electric (2.7%), Exxon Corporation (2.4%), AT&T (2.2%),
Wal-Mart (1.8%), and Coca Cola (1.7%). The largest industry
categories were international oil companies (7.2%), tele-
phone companies (6.0%), electric power (4.8%), electrical
equipment (3.8%), and diversified health care companies
(3.6%).
15
<PAGE>
The Equity Index Portfolio is not sponsored, endorsed, sold,
or promoted by Standard & Poor's. Standard & Poor's makes no
representation or warranty, implied or express, to the pur-
chasers of the Portfolio or any member of the public regard-
ing the advisability of investing in index funds or the
ability of the S&P 500 Index to track general stock market
performance. Standard & Poor's does not guarantee the accu-
racy and/or the completeness of the S&P 500 Index or any
data included therein.
Standard & Poor's makes no warranty, express or implied, as
to the results to be obtained by the Portfolio, owners of
the Portfolio, any person or any entity from the use of the
S&P 500 Index or any data included therein. Standard &
Poor's makes no express or implied warranties and hereby ex-
pressly disclaims all such warranties of merchantability or
fitness for a particular purpose for use with respect to the
S&P 500 Index or any data included therein. Standard &
Poor's only relationship to the Portfolio is the licensing
of the Standard & Poor's marks and the S&P 500 Index, which
is determined, composed and calculated by Standard & Poor's
without regard to the Equity Index Portfolio.
FIVE PORTFOLIOS The High-Grade Bond, Balanced, Equity Income, Equity Index
MAY USE FUTURES and Growth Portfolios may utilize futures contracts and op-
CONTRACTS AND tions to a limited extent. Specifically, each Portfolio may
OPTIONS enter into futures contracts provided that not more than 5%
of its assets are required as a futures contract margin de-
posit; in addition, a Portfolio may enter into futures con-
tracts and options transactions only to the extent that ob-
ligations under such contracts or transactions represent not
more than 20% of the Portfolio's assets.
Futures contracts and options may be used for several rea-
sons: to maintain cash reserves while simulating full in-
vestment, to facilitate trading, or to reduce transaction
costs. While futures contracts and options can be used as
leveraged investments, a Portfolio may not use futures con-
tracts or options transactions to leverage its net assets.
FUTURES The primary risks associated with the use of futures con-
CONTRACTS AND tracts and options are: (i) imperfect correlation between
OPTIONS POSE the change in market value of the stocks held by a Portfolio
CERTAIN RISKS and the prices of futures contracts and options; and (ii)
possible lack of a liquid secondary market for a futures
contract and the resulting inability to close a futures po-
sition prior to its maturity date. The risk of imperfect
correlation will be minimized by investing only in those
contracts whose behavior is expected to resemble that of a
Portfolio's underlying securities. The risk that a Portfolio
will be unable to close out a futures position will be mini-
mized by entering into such transactions on a national ex-
change with an active and liquid secondary market.
The risk of loss in trading futures contracts in some strat-
egies can be substantial, due both to the low margin depos-
its required, and the extremely high degree of leverage in-
volved in futures pricing. As a result, a relatively small
price movement in a futures contract may result in immediate
and substantial loss (or gain) to the investor. When invest-
ing in futures contracts, a Portfolio will segregate cash or
cash equivalents in the amount of the underlying obligation.
FIVE PORTFOLIOS The High-Grade Bond, Balanced, Equity Income, Equity Index
MAY LEND THEIR and Growth Portfolios may lend their investment securities
SECURITIES to qualified institutional investors for the purpose of re-
alizing additional income. Loans of securities by a Portfo-
lio will be collateralized by cash, letters of credit, or
securities issued or guaranteed by the U.S. Government or
its
16
<PAGE>
agencies. The collateral will equal at least 100% of the
current market value of the loaned securities. In keeping
with statutory restrictions, securities lending will not
exceed 33 1/3% of a Portfolio's assets.
PORTFOLIO Each Portfolio of the Fund retains the right to sell secu-
TURNOVER IS rities irrespective of how long they have been held. Be-
EXPECTED TO BE cause of their "passive" investment management approach,
LOW however, portfolio turnover for the High-Grade Bond and Eq-
uity Index Portfolios is expected to be under 50%, a gener-
ally lower turnover rate than for most investment compa-
nies. A portfolio turnover rate of 50% would occur if one
half of a Portfolio's securities were sold within one year.
Ordinarily, securities will be sold from the two "passive"
Portfolios only to reflect administrative changes in their
respective indexes (including mergers or changes in the
composition of an index) or to accommodate cash flows out
of a Portfolio while maintaining the similarity of the
Portfolio to its benchmark index.
Portfolio turnover for the Balanced, Equity Income and
Growth Portfolios is not expected to exceed 100%. For the
Money Market Portfolio, portfolio turnover should be high
due to the short-term maturities of the securities held by
the Portfolio.
EACH PORTFOLIO Each Portfolio of the Fund may borrow money from a bank up
MAY BORROW MONEY to a limit of 15% of the market value of its assets, but
only for temporary or emergency purposes. A Portfolio would
borrow money only to meet redemption requests prior to the
settlement of securities already sold or in the process of
being sold by the Portfolio. To the extent that a Portfolio
borrows money prior to selling securities, the Portfolio
may be leveraged; at such times, the Portfolio may appreci-
ate or depreciate in value more rapidly than its benchmark
index. A Portfolio will repay any money borrowed in excess
of 5% of the market value of its total assets prior to pur-
chasing additional portfolio securities.
- --------------------------------------------------------------------------------
INVESTMENT The Fund has adopted certain limitations on its investment
LIMITATIONS practices. Specifically, each Portfolio of the Fund will
not:
THE FUND HAS (a) purchase more than 10% of the outstanding voting secu-
ADOPTED CERTAIN rities of any issuer;
FUNDAMENTAL
LIMITATIONS
(b) with respect to 75% of a Portfolio's assets, purchase
securities of any issuer (except obligations of the
U.S. Government and its instrumentalities) if, as a re-
sult, more than 5% of the Portfolio's total assets
would be invested in the securities of such issuer;
(c) borrow money, except from a bank, and only as a tempo-
rary or emergency measure and in no event in excess of
15% of the market value of a Portfolio's assets. Money
borrowed in excess of 5% of a Portfolio's total assets
will be repaid prior to the purchase of additional
portfolio securities;
(d) pledge, mortgage, or hypothecate any of its assets to
an extent greater than 5% of the value of its total as-
sets;
(e) invest more than 25% of the value of its total assets
in any one industry.
These investment limitations are considered at the time in-
vestment securities are purchased. The limitations de-
scribed here and in the Statement of Additional Information
may be changed only with the approval of a majority of the
Fund's shareholders.
- --------------------------------------------------------------------------------
17
<PAGE>
MANAGEMENT OF The Fund is a member of The Vanguard Group of Investment
THE FUND Companies, a family of 32 investment companies with 77 dis-
tinct portfolios and assets in excess of $120 billion.
VANGUARD Through their jointly owned subsidiary, The Vanguard Group,
ADMINISTERS AND Inc. ("Vanguard"), the Fund and the other Funds in the Group
DISTRIBUTES THE obtain at cost virtually all of their corporate management,
FUND administrative, shareholder accounting and distribution
services. Vanguard also provides investment advisory serv-
ices on an at-cost basis to certain Vanguard Funds. As a re-
sult of Vanguard's unique corporate structure, the Vanguard
Funds have costs substantially lower than those of most com-
peting mutual funds. In 1992, the average expense ratio (an-
nual costs including advisory fees divided by total net as-
sets) for the Vanguard Funds amounted to .31% compared to an
average of 1.03% for the mutual fund industry (data provided
by Lipper Analytical Services).
The Officers of the Fund manage its day-to-day operations
and are responsible to the Fund's Board of Directors. The
Directors set broad policies for the Fund and choose its Of-
ficers. A list of the Directors and Officers of the Fund and
a statement of their present positions and principal occupa-
tions during the past five years can be found in the State-
ment of Additional Information.
Vanguard employs a supporting staff of management and admin-
istrative personnel needed to provide the requisite services
to the Funds and also furnishes the Funds with necessary of-
fice space, furnishings, and equipment. Each Fund pays its
share of Vanguard's total expenses, which are allocated
among the Funds under methods approved by the Board of
Trustees (Directors) of each Fund. In addition, each Fund
bears its own direct expenses, such as legal, auditing, and
custodial fees.
The charge to the Fund for management and advisory services
provided by Vanguard during the fiscal year ended September
30, 1993, was .22%, .21% and .23% of average net assets for
the Money Market, High-Grade Bond and Equity Index Portfo-
lios, respectively. The charge to the Balanced, Equity In-
come and Growth Portfolios for management services provided
by Vanguard was .24%, .26% and .21% of average net assets of
the Balanced, Equity Income and Growth Portfolios and the
charge for investment advisory services provided the Portfo-
lios by Wellington Management Company, Newell Associates and
Lincoln Capital Management was .10%, .13% and .22%, respec-
tively of each Portfolio's average net assets. A charge of
.07%, .08%, .05% and .06% was also paid by the Money Market,
High-Grade Bond, Balanced and Equity Index Portfolios, re-
spectively, to Vanguard for other expenses.
Vanguard also provides distribution and marketing services
to the Vanguard Funds. The Funds are available on a no-load
basis (i.e., there are no sales commissions or 12b-1 fees).
However, each Fund bears its share of the Group's distribu-
tion costs.
The charge to the Fund for distribution and marketing serv-
ices provided by Vanguard during the fiscal year ended Sep-
tember 30, 1993, was .03%, .02%, .02% and .02% of average
net assets for the Money Market, High-Grade Bond, Balanced
and Equity Index Portfolios, respectively. The distribution
and marketing expenses for both the Equity Income and Growth
Portfolios were minimal.
The investment objectives and policies of the Fund's Portfo-
lios are similar to those of other Vanguard Funds. The Money
Market Portfolio of the Fund is similar to the Prime
18
<PAGE>
Portfolio of Vanguard Money Market Reserves; the High-Grade
Bond Portfolio is similar to Vanguard Bond Index Fund; the
Balanced Portfolio is similar to Vanguard Wellington Fund;
the Equity Index Portfolio is similar to the 500 Portfolio
of Vanguard Index Trust; the Equity Income Portfolio is
similar to the Vanguard Equity Income Fund and the Growth
Portfolio is similar to the Vanguard U.S. Growth Portfolio.
Because of differences in the investments held and addi-
tional administrative and insurance costs associated with
insurance company separate accounts, the Portfolios' in-
vestment performance will differ from the performance of
the corresponding Vanguard Funds.
Shares of the Fund's Portfolios may be sold to registered
separate accounts of insurance companies affiliated or non-
affiliated with Vanguard offering variable annuity and
variable life products. At present, none of the Portfolios
foresees any disadvantages arising out of the fact that
each Portfolio offers its shares to separate accounts of
various insurance companies to serve as an investment vehi-
cle for their variable separate accounts. However, a mate-
rial conflict could arise between the interest of the dif-
ferent participating separate accounts. The Fund's Board of
Trustees intends to monitor events in order to identify any
material irreconcilable conflicts that may possibly arise
and to determine which action, if any, should be taken in
response to such conflicts of interest. If such conflicts
were to occur, one or more insurance companies' separate
accounts might be required to withdraw its investments in
one or more Portfolios, or shares of another Portfolio may
be substituted by the Fund. As a result, a Portfolio might
be forced to sell a portion of its securities at a disad-
vantageous price. In the event of such a material conflict,
the affected insurance companies agree to take any neces-
sary steps, including removing its separate account from
the Fund if required by law, to resolve the matter.
- --------------------------------------------------------------------------------
INVESTMENT Vanguard provides investment advisory services on an at-
ADVISERS cost basis to three Portfolios of the Fund: Vanguard's
Fixed Income Group provides advisory services to the Money
VANGUARD AND Market and High-Grade Bond Portfolios, and Vanguard's Core
THREE Management Group provides advisory services to the Equity
INDEPENDENT Index Portfolio. Wellington Management Company, Newell As-
INVESTMENT sociates and Lincoln Capital Management serve as indepen-
ADVISERS MANAGE dent investment advisers to the Balanced, Equity Income and
THE FUND'S Growth Portfolios, respectively.
INVESTMENTS
Vanguard's Fixed Income Group provides investment advisory
services to 34 other Vanguard money market and bond portfo-
lios, both taxable and tax-exempt. Total assets under man-
agement by the Fixed Income Group were $50.5 billion as of
September 30, 1993. The High-Grade Bond Portfolio of the
Fund is not actively managed, but is instead administered
by the Fixed Income Group using computerized, quantitative
techniques. The Fixed Income Group is supervised by the Of-
ficers of the Fund. Ian A. MacKinnon, Senior Vice President
of Vanguard, has been in charge of the Group since its in-
ception in 1981.
Vanguard's Core Management Group also provides investment
advisory services to Vanguard Index Trust, Vanguard Inter-
national Equity Index Fund, Vanguard Balanced Index Fund
and several indexed separate accounts. Total indexed assets
under management as of September 30, 1993, were $14.3 bil-
lion. The Fund's Equity Index Portfolio is not actively
managed, but is instead administered by the Core Management
Group using computerized, quantitative techniques. The
Group is supervised by the Fund's Officers.
19
<PAGE>
Vanguard's investment management staff is also responsible
for the allocation of principal business and portfolio bro-
kerage and the negotiation of commissions. For the Money
Market Portfolio, the purchase and sale of investment secu-
rities will ordinarily be principal transactions. Portfolio
securities will normally be purchased directly from the is-
suer or from an underwriter or market maker for the securi-
ties. There will usually be no brokerage commissions paid by
the Money Market Portfolio for such purchases. Purchases
from underwriters of securities will include a commission or
concession paid by the issuer to the underwriter, and pur-
chases from dealers serving as market makers will include a
dealer's mark-up.
In placing portfolio transactions, Vanguard's advisory staff
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 at the
lowest commission rate. The full range and quality of bro-
kerage services available are considered in making these de-
terminations. In selecting broker-dealers to execute securi-
ties transactions for the Portfolios, consideration will be
given to such factors as: the price of the security; the
rate of the commission; the size and difficulty of the or-
der; the reliability, integrity, financial condition, gen-
eral execution, and operational capabilities of competing
broker-dealers; and the brokerage and research services pro-
vided to the Fund.
The Fund employs three independent investment advisers. Wel-
lington Management Company ("WMC"), 75 State Street, Boston,
MA 02109, serves as investment adviser to the Fund's Bal-
anced Portfolio. Newell Associates ("Newell"), 525 Univer-
sity Avenue, Palo Alto, CA 93401, is adviser to the Equity
Income Portfolio. Lincoln Capital Management Company ("Lin-
coln"), 200 South Wacker Drive, Chicago, IL 60606, serves as
the adviser to the Growth Portfolio. Under advisory agree-
ments with the Fund, WMC, Newell and Lincoln manage the in-
vestment and reinvestment of the assets of the Balanced, Eq-
uity Income and Growth Portfolios, respectively, and contin-
uously review, supervise and administer each Portfolio's in-
vestment program. The advisers discharge their responsibili-
ties subject to the control of the Officers and Trustees of
the Fund.
WELLINGTON WMC is a professional investment advisory firm that globally
MANAGEMENT provides services to investment companies, institutions, and
COMPANY SERVES individuals. Among the clients of WMC are 12 of the 32 in-
AS ADVISER TO vestment companies of The Vanguard Group. As of September
THE BALANCED 30, 1993, WMC held discretionary management authority with
PORTFOLIO respect to approximately $80 billion of assets. WMC and its
predecessor organizations have provided advisory services to
investment companies since 1933 and to investment counseling
clients since 1960.
Vincent Bajakian, Senior Vice President of WMC, serves as
portfolio manager of the Balanced Portfolio. Mr. Bajakian is
assisted by Paul G. Sullivan, Senior Vice President of WMC.
Messrs. Bajakian and Sullivan who have served in this capac-
ity since the Balanced Portfolio's inception, are supported
by research and other investment services provided by the
professional staff of WMC.
20
<PAGE>
The Fund pays WMC a basic advisory fee at the end of each
fiscal quarter, calculated by applying a quarterly rate,
based on the following annual percentage rates, to the av-
erage month-end net assets of the Balanced Portfolio for
the quarter:
<TABLE>
<CAPTION>
NET ASSETS RATE
--------------- -----
<S> <C>
Up to $500 million 0.10%
Over $500 million 0.05%
</TABLE>
The basic advisory fee may be increased or decreased by ap-
plying an adjustment formula based on the investment per-
formance of the Balanced Portfolio relative to the invest-
ment record of a "Combined Index," 65% of which shall be
comprised of the Standard & Poor's Composite Price Index
and 35% of which shall be comprised of the Salomon Brothers
High Grade Corporate Bond Index. Under SEC rules, to avoid
a situation where the investment performance portion of the
advisory fee under the new agreement might unduly benefit
the adviser, the investment performance portion of the fee
will not be fully operable until the quarter ending March
31, 1994. Effective with the quarter ending March 31, 1994,
the basic fee may be increased or decreased under the for-
mula by an amount equal to .015% per annum (.00375% per
quarter) of the first $500 million of the average month-end
assets of the Fund, and .010% per annum (.0025% per quar-
ter) of the average month-end assets over $500 million. Un-
til such date, the investment performance portion of the
fee will be calculated according to certain transition
rules. For additional information on the advisory fees paid
by the Fund, please see the Statement of Additional Infor-
mation.
During the fiscal year ended September 30, 1993, the total
advisory fees paid by the Fund to WMC represented an effec-
tive annual rate of .10 of 1% of average net assets of the
Balanced Portfolio before a decrease of $2,000 based on
performance.
NEWELL The principal investment officer of Newell Associates,
ASSOCIATES Roger D. Newell, has managed equity portfolios for more
SERVES AS than 25 years, employing an income-oriented equity strategy
ADVISER TO THE since 1975. The approach is based upon an analysis of how a
EQUITY INCOME stock's yield, relative to the market, varies over time.
PORTFOLIO The Adviser's strategy asserts that relative yield is an
excellent guide to relative value. The Adviser is a Cali-
fornia corporation in which a controlling interest is owned
by its Directors and Officers: Roger D. Newell, Robert A.
Huret and Alan E. Rothenberg. Mr. Newell has been responsi-
ble for overseeing the implementation of the firms strategy
for the Equity Income Portfolio since its inception.
The Fund pays the Adviser an advisory fee at the end of
each fiscal quarter, calculated by applying a quarterly
rate, based on an annual percentage rate of .10%, to the
average month-end net assets of the Equity Income Portfolio
for the quarter. During the period June 7, 1993 to Septem-
ber 30, 1993, the total advisory fees paid by the Fund to
Newell represented an effective annual rate of .10 of 1% of
average net assets of the Equity Income Portfolio.
LINCOLN CAPITAL Lincoln, an investment advisory firm founded in 1967, cur-
SERVES AS rently provides investment counseling services to a limited
ADVISER TO THE number of clients, most of which are institutional clients,
GROWTH PORTFOLIO such as pension funds. Currently, Lincoln holds discretion-
ary management authority with respect to approximately
$25.5 billion in assets.
21
<PAGE>
Lincoln employs a team of investment professionals who each
participate in investment strategy formulation and issue se-
lection. Client equity portfolios are highly similar in
terms of their stock composition. The individuals responsi-
ble for overseeing the implementation of the firm's strategy
for the Growth Portfolio, who have served in this capacity
since the Portfolio's inception, are J. Parker Hall III,
President of Lincoln, and David M. Fowler, Vice President of
Lincoln.
The Fund pays Lincoln an advisory fee calculated by applying
an annual rate of .15% to the average net assets of the
Growth Portfolio. During the period June 7, 1993 to Septem-
ber 30, 1993, the total advisory fees paid by the Fund to
Lincoln, represented an effective annual rate of .15 of 1%
of average net assets of the Growth Portfolio.
The investment advisory agreements authorize WMC, Newell and
Lincoln (with approval of the Fund's Board of Trustees) to
select the brokers or dealers that will execute the pur-
chases and sales of portfolio securities for each Portfolio
and direct the advisers to use their best efforts to obtain
the best available price and most favorable execution with
respect to all transactions for the Portfolio. The full
range and quality of brokerage services available are con-
sidered in making these determinations. The Fund has autho-
rized the advisers to pay higher commissions in recognition
of brokerage services felt necessary to the achievement of
better execution, provided the advisers believe this to be
in the best interests of the Portfolio and the Fund.
The Fund's Board of Trustees may, without the approval of
shareholders, provide for: (a) the employment of a new in-
vestment adviser pursuant to the terms of a new advisory
agreement either as a replacement for an existing adviser or
as an additional adviser; (b) a change in the terms of an
advisory agreement; and (c) the continued employment of an
existing adviser on the same advisory contract terms where a
contract has been assigned because of a change in control of
the adviser. Any such change will only be made upon not less
than 30 days prior written notice to shareholders of the
Fund which shall include substantially the information con-
cerning the adviser that would have normally been included
in a proxy statement.
- -------------------------------------------------------------------------------
DIVIDENDS, Each Portfolio expects to distribute substantially all of
CAPITAL GAINS its ordinary income and capital gains each year. Dividends
AND TAXES for the Money Market and High-Grade Bond Portfolios are ac-
crued daily and distributed monthly. The Balanced, Equity
DIVIDENDS AND Index and Equity Income Portfolios will distribute dividends
CAPITAL GAINS each quarter while the Growth Portfolio distributes divi-
MAY ACCUMULATE dends annually. Capital gains distributions, if any, from
FREE OF FEDERAL the High-Grade Bond, Balanced, Equity Index, Equity Income
INCOME TAX and Growth Portfolios will be made annually.
All dividends and capital gains distributions from a Portfo-
lio will be automatically reinvested in additional shares of
the Portfolio.
Each Portfolio of the Fund intends to continue to qualify
for taxation as a "regulated investment company" under the
Internal Revenue Code so that it will not be subject to fed-
eral income tax to the extent its income is distributed to
its shareholders. In addition, each Portfolio intends to
qualify under the Internal Revenue Code with respect to the
diversification requirements related to the tax-deferred
status of insurance company separate accounts.
22
<PAGE>
Shares of the Portfolios must be purchased through variable
life insurance or variable annuity contracts. As a result,
it is anticipated that any dividend or capital gains dis-
tributions from a Portfolio of the Fund will be exempt from
current taxation if left to accumulate within a variable
life insurance or variable annuity contract. The Fund is
managed without regard to tax ramifications. Withdrawals
from such contracts may be subject to ordinary income tax
plus a 10% penalty tax if made before age 59 1/2.
The tax status of your investment in the Fund depends upon
the features of your variable life insurance or variable
annuity contract. For further information, please refer to
the prospectus of the insurance company separate account
that offers your contract.
- --------------------------------------------------------------------------------
THE SHARE PRICE Each Portfolio's share price or "net asset value" per share
OF EACH is calculated daily at the close of regular trading of the
PORTFOLIO New York Stock Exchange (generally 4:00 p.m. Eastern time).
Each Portfolio determines its net asset value per share by
subtracting the Portfolio's liabilities (including accrued
expenses and dividends payable) from the total value of the
Portfolio's investments and other assets and dividing the
result by the total outstanding shares of the Portfolio.
For the purpose of calculating the Money Market Portfolio's
net asset value per share, securities are valued by the
"amortized cost" method of valuation, which does not take
into account unrealized gains or losses. This involves val-
uing an instrument at its cost and thereafter assuming a
constant amortization to maturity of any discount or premi-
um, regardless of the impact of fluctuating interest rates
on the market value of the instrument. While this method
provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is
higher or lower than the price the Portfolio would receive
if it sold the instrument.
The use of amortized cost and the maintenance of the Money
Market Portfolio's per share net asset value at $1.00 is
based on its election to operate under the provisions of
Rule 2a-7 under the Investment Company Act of 1940. As a
condition of operating under that rule, the Money Market
Portfolio must maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments hav-
ing remaining maturities of 13 months or less, and invest
only in securities that are determined by the Trustees to
present minimal credit risks and that are of high quality
as determined by any major rating service, or in the case
of any instrument not so rated, considered by the Trustees
to be of comparable quality.
The Trustees have also agreed to establish procedures rea-
sonably designed, taking into account current market condi-
tions and the Money Market Portfolio's investment objec-
tive, to stabilize the net asset value per share as com-
puted for the purposes of sales and redemptions at $1.00.
These procedures include periodic review, as the Trustees
deem appropriate and at such intervals as are reasonable in
light of current market conditions, of the relationship be-
tween the amortized cost value per share and a net asset
value per share based upon available indications of market
value. In such a review, investments for which market quo-
tations are readily available are valued at the most recent
bid price or quoted yield equivalent for such securities or
for securities of comparable maturity, quality and type as
obtained from one or more of the major market makers for
the securi-
23
<PAGE>
ties to be valued. Other investments and assets are valued
at fair value, as determined in good faith by the Trustees.
For the other Portfolios of the Fund, securities that are
listed on a securities exchange are valued at the latest
quoted sale prices as of 4:00 p.m. on the day the valuation
is made. Price information on listed securities is taken
from the exchange where the security is primarily traded.
Listed securities not traded on the valuation date for which
market quotations are available are valued at the mean be-
tween the bid and asked prices. Unlisted securities are val-
ued at the latest bid price.
Securities, particularly bonds and other fixed income secu-
rities, 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 in-
stitutional size transactions in similar groups of securi-
ties as well as any developments related to specific securi-
ties. Other securities, including restricted securities for
which no quotations are readily available, are valued at
fair value as determined in good faith by the Board of
Trustees.
- -------------------------------------------------------------------------------
GENERAL Vanguard Variable Insurance Fund is a Pennsylvania trust.
INFORMATION The Declaration of Trust permits the Trustees to issue an
unlimited number of shares of beneficial interest, without
par value, from an unlimited number of classes of shares.
Currently the Fund is offering six classes of shares (known
as "Portfolios").
Shares of each Portfolio when issued are fully paid and non-
assessable; participate equally in dividends, distributions
and net assets; are entitled to one vote per share; have pro
rata liquidation rights; and do not have pre-emptive rights.
Also, shares of the Fund have non-cumulative voting rights,
meaning that the holders of more than 50% of the shares vot-
ing for the election of the Trustees can elect all of the
Trustees if they so choose.
Annual meetings of shareholders will not be held except as
required by the Investment Company Act of 1940 and other ap-
plicable law. An annual meeting will be held to vote on the
removal of a Trustee or Trustees of the Fund if requested in
writing by the holders of not less than 10% of the outstand-
ing shares of the Fund.
All securities and cash are held by CoreStates Bank, N.A.,
Philadelphia, PA and State Street Bank and Trust Company,
Boston, MA. The Vanguard Group, Inc., Valley Forge, PA,
serves as the Fund's Transfer and Dividend Disbursing Agent.
Price Waterhouse serves as independent accountants for the
Fund and will audit its financial statements annually. The
Fund is not involved in any litigation.
- -------------------------------------------------------------------------------
SHAREHOLDER Investors may not purchase shares of the Portfolios direct-
GUIDE ly, but only through variable life insurance and variable
annuity contracts offered through the separate accounts of
SEE THE various insurance companies. Refer to the prospectus for the
INSURANCE insurance company's separate account for information on how
PROSPECTUS FOR to purchase a variable life insurance or variable annuity
DETAILS contract and how to select specific Portfolios of the Fund
as investment options for your contract.
24
<PAGE>
Investments in a Portfolio are credited to an insurance
company's separate account once they have been received by
Vanguard.
If the Board of Trustees determines that continued offering
of shares would be detrimental to the best interests of the
Fund's shareholders, the Fund may suspend the offering of
shares for a period of time. If the Board of Trustees de-
termines that a specific purchase acceptance would be det-
rimental to the best interest of the Fund's shareholders,
the Fund may reject such a purchase request.
If you wish to redeem monies from the Fund, please refer to
the instructions provided in the prospectus for the insur-
ance company's separate account. Shares of a Portfolio may
be redeemed on any business day. The redemption price of
shares will be at the next-determined net asset value per
share. Redemption proceeds will be wired to the insurance
company generally on the day following receipt of the re-
demption request, but no later than seven business days.
The Fund may suspend the redemption right or postpone pay-
ment at times when the New York Stock Exchange is closed or
under any emergency circumstances as determined by the
United States Securities and Exchange Commission.
If the Board of Trustees determines that it would be detri-
mental to the best interests of the Fund's remaining share-
holders to make payment in cash, the Fund may pay redemp-
tion proceeds in whole or in part by a distribution in kind
of readily marketable securities.
- --------------------------------------------------------------------------------
25
<PAGE>
(ART)
- ---------------------
THE VANGUARD GROUP
OF INVESTMENT
COMPANIES
Vanguard Financial Center
P.O. Box 2600
Valley Forge, PA 19482
VANGUARD VARIABLE ANNUITY
INVESTOR INFORMATION
1-800-522-5555
VANGUARD VARIABLE
ANNUITY CENTER
1-800-462-2391
(ART)
DECEMBER 30, 1993
<PAGE>
PART B
VANGUARD VARIABLE INSURANCE FUND
STATEMENT OF ADDITIONAL INFORMATION
JANUARY 4, 1994
This Statement is not a prospectus, but should be read in conjunction with the
Fund's current Prospectus (dated January 4, 1994). To obtain the Prospectus
please write to the Fund or contact the insurance company sponsoring the accom-
panying variable life insurance or variable annuity contract.
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
----------------- ----
<S> <C>
Investment Objective and Policies........................................ 1
Investment Limitations................................................... 5
Purchase of Shares....................................................... 6
Redemption of Shares..................................................... 6
Calculation of Yield..................................................... 6
Yield and Total Return................................................... 7
Management of the Fund................................................... 8
Investment Advisory Services............................................. 10
Portfolio Transactions................................................... 14
Performance Measures..................................................... 15
Financial Statements..................................................... 19
Appendix--Description of Securities and Ratings.......................... 19
</TABLE>
INVESTMENT OBJECTIVE AND POLICIES
REPURCHASE AGREEMENTS
Each Portfolio of the Fund 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 Portfolio acquires a money
market instrument (generally a security issued by the U.S. Government or an
agency thereof, a banker's acceptance or a certificate of deposit) from a Fed-
eral Reserve member bank with minimum assets of at least $2 billion or a regis-
tered securities dealer, 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
Portfolio and is unrelated to the interest rate on the underlying instrument.
In these transactions, the securities acquired by a Portfolio (including ac-
crued interest earned thereon) must have a total value in excess of the value
of the repurchase agreement and are held by the Fund's custodian bank until re-
purchased. In addition, the Fund's Board of Trustees will monitor each Portfo-
lio's 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 Portfolio of the Fund. No more than an
aggregate of 15% (10% for the Money Market Portfolio) of a Portfolio's assets,
at the time of investment, will be invested in repurchase agreements having ma-
turities longer than seven days and securities subject to legal or contractual
restrictions on resale, or for which there are no readily available market quo-
tations.
The use of repurchase agreements involves certain risks. For example, if the
other party to the agreement defaults on its obligation to repurchase the un-
derlying security at a time when the value of the security has declined, a
Portfolio 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 under-
lying security is collateral for a loan by the Portfolio not within the control
of the Portfolio and therefore the Portfolio may not be able to substantiate
its interest in the underlying
<PAGE>
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.
LENDING OF SECURITIES
Each Portfolio of the Fund (except for the Money Market Portfolio) may lend
its securities to qualified institutional investors who need to borrow securi-
ties in order to complete certain transactions, such as covering short sales,
avoiding failures to deliver securities or completing arbitrage operations. By
lending its portfolio securities, a Portfolio attempts to increase its net in-
vestment 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 Portfolio. The Portfolio may lend
its portfolio securities to qualified brokers, dealers, banks or other finan-
cial institutions, so long as the terms, the structure and the aggregate amount
of such loans are not inconsistent with the Investment Company Act of 1940, or
the Rules and Regulations or interpretations of the Securities and Exchange
Commission (the "Commission") thereunder, which currently require that (a) the
borrower pledge and maintain with the Portfolio collateral consisting of cash,
a letter of credit issued by a domestic U.S. bank, 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 col-
lateral 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 termi-
nation by the Portfolio at any time and (d) the Portfolio receive reasonable
interest on the loan (which may include the Portfolio's investing any cash col-
lateral in interest bearing short-term investments), any distribution on the
loaned securities and any increase in their market value. Loan arrangements
made by a Portfolio will comply with all other applicable regulatory require-
ments, including the rules of the New York Stock Exchange, which presently re-
quire the borrower, after notice, to redeliver the securities within the normal
settlement time of five 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, sub-
ject to review by the Fund's Board of Directors.
FUTURES CONTRACTS AND OPTIONS
Each Portfolio of the Fund (except the Money Market Portfolio) may enter into
futures contracts, options, and options on futures contracts to maintain cash
reserves while remaining fully invested, to facilitate trading or to reduce
transactions costs. Futures contracts provide for the future sale by one party
and purchase by another party of a specified amount of a specific security at a
specified future time and at a specified price. Futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges. Futures exchanges and trading are regulated un-
der the Commodity Exchange Act by the Commodity Futures Trading Commission
("CFTC"), a U.S. Government agency.
Although futures contracts by their terms call for actual delivery or accept-
ance 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 com-
missions are incurred when a futures contract is bought or sold.
Futures traders are required to make a good faith margin deposit in cash or
government securities with a broker or custodian to initiate and maintain open
positions in futures contracts. A margin deposit is intended to assure comple-
tion 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. Bro-
kers may establish deposit requirements which are higher than the exchange min-
imums. Futures contracts are customarily purchased and sold on margin which may
range upward from less than 5% of the value of the contract being traded.
2
<PAGE>
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 ad-
ditional "variation" margin will be required. Conversely, change in the con-
tract 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 may earn
interest income on its margin deposits.
Traders in futures contracts may be broadly classified as either "hedgers" or
"speculators." Hedgers use the futures markets primarily to offset unfavorable
changes in the value of securities otherwise held for investment purposes or
expected to be acquired by them. Speculators are less inclined to own the secu-
rities underlying the futures contracts which they trade, and use futures con-
tracts with the expectation of realizing profits from fluctuations in the
prices of underlying securities. The Portfolios of the Fund intend to use
futures contracts only for bona fide hedging purposes.
Regulations of the CFTC applicable to the Portfolios of the Fund require that
all of its futures transactions constitute bona fide hedging transactions. The
Portfolios of the Fund will only sell futures contracts to protect securities
they own against price declines or purchase contracts to protect against an in-
crease in the price of securities they intend to purchase. As evidence of this
hedging interest, the Portfolios of the Fund expect that approximately 75% of
their futures contract purchases will be "completed," that is, equivalent
amounts of related securities will have been purchased or are being purchased
by the Portfolios upon sale of open futures contracts.
Although techniques other than the sale and purchase of futures contracts
could be used to control a Portfolio's exposure to market fluctuations, the use
of futures contracts may be a more effective means of hedging this exposure.
While a Portfolio will incur commission expenses in both opening and closing
out futures positions, these costs are lower than transaction costs incurred in
the purchase and sale of the underlying securities.
RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS
A Portfolio of the Fund will not enter into futures contracts transactions to
the extent that, immediately thereafter, the sum of its initial margin deposits
on open contracts exceeds 5% of the market value of the Portfolio's total as-
sets. In addition, each Portfolio will not enter into futures contracts to the
extent that its outstanding obligations to purchase securities under these con-
tracts would exceed 20% of the Portfolio's total assets. Assets committed to
futures contracts or options will be held in a segregated account at the Fund's
custodian bank.
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 assur-
ance that a liquid secondary market will exist for any particular futures con-
tract at any specific time. Thus, it may not be possible to close a futures po-
sition. In the event of adverse price movements, a Portfolio would continue to
be required to make daily cash payments to maintain its required margin. In
such situations, if a Portfolio has insufficient cash it may have to sell port-
folio securities to meet daily margin requirements at a time when it may be
disadvantageous to do so. In addition, a Portfolio may be required to make de-
livery of the instruments underlying future contracts it holds. The inability
to close options and futures positions also could have an adverse impact on the
ability to effectively hedge it.
The Portfolios 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.
3
<PAGE>
The risk of loss in trading futures contracts in some strategies can be sub-
stantial, 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 pur-
chase, 10% of the value of the futures contract is deposited as margin, a sub-
sequent 10% decrease in the value of the futures contract would result in a to-
tal 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 the Portfolios are engaged in only for hedging purposes, the Adviser does
not believe that the Portfolios are subject to the risks of loss frequently as-
sociated with futures transactions. A Portfolio would presumably have sustained
comparable losses if, instead of the futures contract, it had invested in the
underlying financial instrument and sold it after the decline.
Utilization of futures transactions by a Portfolio 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 Portfolio 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 Portfolio has an open position in a futures contract or re-
lated option.
Most futures exchanges limit the amount of fluctuation permitted in futures
contract prices during a single trading day. The daily limit establishes the
maximum amount that the price of a futures contract may vary either up or down
from the previous day's settlement price at the end of a trading session. Once
the daily limit has been reached in a particular type of contract, no trades
may be made on that day at a price beyond that limit. The daily limit governs
only price movement during a particular trading day and therefore does not
limit potential losses, because the limit may prevent the liquidation of unfa-
vorable positions. Futures contract prices have occasionally moved to the daily
limit for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of future positions and subjecting some futures
traders to substantial losses.
FEDERAL TAX TREATMENT OF FUTURES CONTRACTS
Except for transactions a Portfolio has identified as hedging transactions, a
Portfolio 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 most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term capital gain or loss and 40% short-
term capital gain or loss, without regard to the holding period of the con-
tract. Furthermore, sales of futures contracts which are intended to hedge
against a change in the value of securities held by a Portfolio may affect the
holding period of such securities and, consequently, the nature of the gain or
loss on such securities upon disposition.
In order for a Portfolio to continue to qualify for Federal income tax treat-
ment as a regulated investment company, at least 90% of its gross income for a
taxable year must be derived from qualifying income; i.e., dividends, interest,
income derived from loans of securities, gains from the sale of securities or
of foreign currencies or other income derived with respect to the Portfolio's
business of investing in securities. In addition, gains realized on the sale or
other disposition of securities held for less than three months must be limited
to less than 30% of a Portfolio's annual gross income. It is anticipated that
any net gain realized from the closing out of futures contracts will be consid-
ered gain from the sale of securities and therefore be qualifying income for
purposes of the 90% requirement. In order to avoid realizing excessive gains on
securities held less than three months, a Portfolio may be required to defer
the closing out of futures contracts beyond the time when it would otherwise be
advantageous to do so. It is anticipated that unrealized gains on futures con-
tracts, which have been open for less than three months as of the end of a
Portfolio's fiscal year and which are recognized for tax purposes, will not be
considered gains on sales of securities held less than three months for the
purpose of the 30% test.
4
<PAGE>
Each Portfolio of the Fund will distribute to shareholders annually any net
capital gains which have been recognized for federal income tax purposes (in-
cluding unrealized gains at the end of a Portfolio's fiscal year) on futures
transactions. Such distributions will be combined with distributions of capital
gains realized on a Portfolio's other investments and shareholders will be ad-
vised on the nature of the payments.
INVESTMENT LIMITATIONS
The following restrictions and fundamental policies cannot be changed without
approval of the holders of a majority of the outstanding shares of the Fund (as
defined in the Investment Company Act of 1940). Each Portfolio of the Fund may
not under any circumstances:
(1) invest in commodities or purchase real estate; although each Portfolio
may purchase securities of companies which deal in real estate or inter-
est therein, and the High-Grade Bond, Equity Index, Equity Income,
Growth and Balanced Portfolios may purchase and sell futures contracts
and options transactions to the extent provided under "Restrictions on
the Use of Futures Contracts and Options";
(2) purchase securities on margin or sell securities short; except that the
deposit or payment by a Portfolio of initial or variation margin in or-
der to engage in a futures contract will not be considered the purchase
of a security on margin;
(3) lend money to any person except (i) by purchasing bonds, debentures or
similar obligations (including repurchase agreements, which are either
publicly distributed or purchased by institutional investors), and (ii)
as provided under "Lending of Securities";
(4) purchase more than 10% of the outstanding voting securities of any com-
pany;
(5) with respect of 75% of a Portfolio's assets, purchase securities of any
issuer (except obligations of the United States Government and its in-
strumentalities) if, as a result, more than 5% of the Portfolio's total
assets would be invested in the securities of such issuer;
(6) borrow money, except from a bank and only as a temporary or emergency
measure and in no event in excess of 15% of the market value of a Port-
folio's assets. Money borrowed in excess of 5% of a Portfolio's total
assets will be repaid prior to the purchase of additional portfolio se-
curities;
(7) pledge, mortgage, or hypothecate any of its assets to an extent greater
than 5% of the value of its total assets;
(8) engage in the business of underwriting securities issued by other per-
sons, except to the extent that the Fund may technically be deemed to be
an underwriter under the Securities Act of 1933, as amended, in dispos-
ing of portfolio securities;
(9) purchase or otherwise acquire any security if, as a result, more than
15% of its net assets would be invested in securities that are illiquid;
(10) invest for the purpose of controlling management of any company;
(11) invest in securities of other investment companies, except as they may
be acquired as a part of a merger, consolidation or acquisition of as-
sets or otherwise to the extent permitted by Section 12 of the 1940 Act.
The Fund will invest only in investment companies which have investment
objectives and investment policies consistent with those of the Fund;
(12) invest more than 25% of the value of its total assets in any one indus-
try; or
(13) invest in put, call, straddle or spread options or in interest in oil,
gas or other mineral exploration or development programs, except as set
forth in limitation number "1", above.
Notwithstanding these limitations, the Fund may own all or any portion of the
securities of, or make loans to, or contribute to the costs or other financial
requirements of any company which will be wholly owned by the Fund and one or
more other investment companies and is primarily engaged in the business of
providing, at-cost, management, administrative, distribution or related serv-
ices to the Fund and other investment companies. See "Management of the Fund."
The above mentioned investment limitations are considered at the time invest-
ment securities are purchased.
5
<PAGE>
PURCHASE OF SHARES
Each Portfolio of the 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 interest of the Portfolio,
and (iii) to reduce or waive the minimum for initial and subsequent investments
for certain fiduciary accounts or under circumstances where certain economies
can be achieved in sales of the Portfolio's shares.
REDEMPTION OF SHARES
The Fund may suspend redemption privileges or postpone the date of payment (i)
during any period that the New York Stock Exchange is closed, or trading on the
Exchange is restricted as determined by the United States Securities and Ex-
change Commission (the "Commission"), (ii) during any period when an emergency
exists as defined by the rules of the Commission as a result of which it is not
reasonably practicable for the Fund to dispose of securities owned by it, or
fairly to determine the value of its assets, and (iii) for such other periods
as the Commission may permit.
The Fund has made an election with the Commission to pay in cash all redemp-
tions 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. Such commitment is irrevocable without the prior ap-
proval of the Commission. Redemptions in excess of the above limits may be paid
in whole or in part, in investment securities or in cash, as the Trustees may
deem advisable; however, payment will be made wholly in cash unless the Trust-
ees believe that economic or market conditions exist which would make such a
practice detrimental to the best interests of the Fund. If redemptions are paid
in investment securities, such securities will be valued as set forth in the
Prospectus under "The Share Price of Each Portfolio" and a redeeming share-
holder would normally incur brokerage expenses if he converted these securities
to cash.
No charge is made by the Fund for redemptions. Any redemption may be more or
less than the shareholder's cost depending on the market value of the securi-
ties held by the Fund.
CALCULATION OF YIELD (MONEY MARKET PORTFOLIO)
The current yield of the Fund's Money Market Portfolio is calculated daily on
a base period return of a hypothetical account having a beginning balance of
one share for a particular period of time (generally 7 days). The return is de-
termined by dividing the net change (exclusive of any capital changes) in such
account by its average net asset value for the period, and then multiplying it
by 365/7 to get the annualized current yield. The calculation of net change re-
flects the value of additional shares purchased with the dividends by the Port-
folio, including dividends on both the original share and on such additional
shares. An effective yield, which reflects the effects of compounding and rep-
resents an annualization of the current yield with all dividends reinvested,
may also be calculated for the Portfolio by adding 1 to the net change, raising
the sum to the 365/7 power, and subtracting 1 from the result.
Set forth below is an example, for purposes of illustration only, of the cur-
rent and effective yield calculations for the Money Market Portfolio for the 7
day base period ending September 30, 1993.
<TABLE>
<CAPTION>
MONEY MARKET
PORTFOLIO
------------
9/30/93
------------
<S> <C>
Value of account at beginning of period......................... $1.00000
Value of same account at end of period* 1.00057
--------
Net Change in account value..................................... $ .00057
========
</TABLE>
- --------
* Exclusive of any capital changes.
6
<PAGE>
<TABLE>
<CAPTION>
MONEY MARKET
PORTFOLIO
------------
9/30/93
------------
<S> <C>
Annualized Current Net Yield
(Net Change X 365/7) / average net asset value.................. 2.99%
=======
Effective Yield
[(Net Change) + 1]/365/7/ -1.................................... 3.02%
=======
Average Weighted Maturity of investments........................ 60 days
=======
</TABLE>
The net asset value of a share of the Money Market Portfolio is $1.00 and it
is not expected to fluctuate. However, the yield of the Portfolio will fluctu-
ate. The annualization of a week's dividend is not a representation by the
Portfolio as to what an investment in the Portfolio will actually yield in the
future. Actual yields will depend on such variables as investment quality, av-
erage maturity, the type of instruments the Portfolio invests in, changes in
interest rates on instruments, changes in the expenses of the Portfolio and
other factors. Yields are one basis investors may use to analyze the Portfolio
and other investment vehicles; however, yields of other investment vehicles may
not be comparable because of the factors set forth in the preceeding sentence,
differences in the time periods compared, and differences in the methods used
in valuing portfolio instruments, computing net asset value and calculating
yield.
YIELD AND TOTAL RETURN
The yield of each Portfolio of the Fund for the 30-day period ended September
30, 1993, is set forth below. Yields are calculated daily for each Portfolio.
Premiums and discounts on asset-backed securities are not amortized. The Equity
Income and Growth Portfolios had no operations during the Period.
<TABLE>
<S> <C>
High-Grade Bond Portfolio.............................................. 5.22%
Balanced Portfolio..................................................... 3.70%
Equity Index Portfolio................................................. 2.51%
Equity Income Portfolio................................................ 4.13%
Growth Portfolio....................................................... 1.54%
</TABLE>
The average annual total return of each Portfolio of the Fund for one year and
the period since inception, is set forth below:
<TABLE>
<CAPTION>
YEAR ENDED SINCE
9/30/93 INCEPTION
---------- ---------
<S> <C> <C>
High-Grade Bond Portfolio............................... 9.64% 11.06%*
Balanced Portfolio...................................... 14.10% 11.41%*
Equity Index Portfolio.................................. 12.68% 11.58%*
Equity Income Portfolio................................. 6.81%*+
Growth Portfolio........................................ 2.60%*+
</TABLE>
- --------
* Since Inception:
Equity Index Portfolio and High-Grade Bond Portfolio--April 29, 1991
Balanced Portfolio--May 23, 1991
Equity Income Portfolio and Growth Portfolio--June 7, 1993
+ Not annualized.
Total return is computed by finding the average compounded rates of return
over the periods set forth above that would equate an initial amount invested
at the beginning of the periods to the ending redeemable value of the invest-
ment.
7
<PAGE>
MANAGEMENT OF THE FUND
TRUSTEES AND OFFICERS
The Officers of the Fund manage its day to day operations and are responsible
to the Fund's Board of Trustees. The Trustees set broad policies for each of
the Fund's Portfolios and choose the Fund's Officers. The following is a list
of Trustees and Officers of the Fund and a statement of their present positions
and principal occupations during the past five years. The mailing address of
the Trustees and Officers of the Fund is Post Office Box 876, Valley Forge, PA
19482.
JOHN C. BOGLE, Chairman, ALFRED M. RANKIN, JR.,
Chief Executive Officer and Trustee
Trustee * President, Chief Executive
Chairman, Chief Executive Officer and Director of
Officer, and Director of The NACCO Industries, Inc.; Di-
Vanguard Group, Inc. and of rector of The BFGoodrich
each of the investment com- Company. The Standard Prod-
panies in The Vanguard ucts Company and The Reli-
Group; Director of The Mead ance Electric Company.
Corporation and General Ac-
cident Insurance.
JOHN C. SAWHILL, Trustee
President and Chief Execu-
tive Officer, The Nature
Conservancy; formerly, Di-
JOHN J. BRENNAN, President & rector and Senior Partner,
Trustee * McKinsey & Co.; President,
President and Director of New York University; Direc-
The Vanguard Group, Inc. and tor of Pacific Gas and Elec-
of each of the investment tric Company and NACCO In-
companies in The Vanguard dustries.
Group.
ROBERT E. CAWTHORN, Trustee,
Chairman and Chief Executive JAMES O. WELCH, JR., Trustee
Officer, Rhone-Poulenc Retired Chairman of Nabisco
Rorer, Inc.; Director of In- Brands, Inc. and retired
surance Response Corp. and Vice Chairman and Director
Sun Company, Inc.; Trustee, of RJR Nabisco; Director of
Universal Health Realty In- TECO Energy, Inc.
come Trust.
J. LAWRENCE WILSON, Trustee
BARBARA BARNES HAUPTFUHRER, Chairman and Director of
Trustee Rohm & Haas Company; Direc-
Director of The Great Atlan- tor of Cummins Engine Com-
tic and Pacific Tea Company, pany and Vanderbilt Univer-
Raytheon Company, Knight- sity; Trustee of the Culver
Ridder, Inc., Massachusetts Educational Foundation.
Mutual Life Insurance Co.,
and ALCO Standard Corp. RAYMOND J. KLAPINSKY,
Secretary *
BRUCE K. MACLAURY, Trustee Senior Vice President and
President, The Brookings In- Secretary of The Vanguard
stitution; Director of Day- Group, Inc.; Secretary of
ton Hudson Corporation, each of the investment com-
American Express Bank, Ltd. panies in The Vanguard
and The St. Paul Companies, Group.
Inc.
RICHARD F. HYLAND,
Treasurer *
BURTON G. MALKIEL, Trustee Treasurer of The Vanguard
Chemical Bank Chairmen's Group, Inc. and of each of
Professor of Economics, the investment companies in
Princeton University; Direc- The Vanguard Group.
tor of Prudential Insurance
Co. of America, Amdahl Cor- KAREN E. WEST, Controller *
poration, Baker Fentress & Vice President of The Van-
Co., Jeffrey Co., and The guard Group, Inc.; Control-
Southern New England Tele- ler of each of the invest-
phone Company; Governor, ment companies in The Van-
American Stock Exchange, guard Group.
Inc.
--------
* Officers of the Fund are
"interested persons" as
defined in the Investment
Company Act of 1940.
THE VANGUARD GROUP
Vanguard Variable Insurance Fund is a member of The Vanguard Group of Invest-
ment Companies, which consists of 32 investment companies offering 77 distinct
investment portfolios.
8
<PAGE>
Through their jointly owned subsidiary, The Vanguard Group, Inc. ("Vanguard"),
the Fund and the other Funds in the Group obtain at cost virtually all of their
corporate management, administrative and distribution services. Vanguard also
provides investment advisory services on an at-cost basis to 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 total expenses which are allocated among the Funds un-
der methods approved by the Board of Trustees (Directors) of each Fund. In ad-
dition, each Fund bears its own direct expenses such as legal, auditing and
custodian fees.
The Fund's Officers are also Officers and employees of Vanguard. No Officer or
employee owns, or is permitted to own, any securities of any external adviser
for the Funds.
The Vanguard Group was established and operates under a Funds' Service Agree-
ment which was approved by the shareholders of each of the Funds. The amounts
which each of the Funds have invested are adjusted from time to time in order
to maintain the proportionate relationship between each Fund's relative net as-
sets and its contribution to Vanguard's capital. At September 30, 1993, the
Fund had contributed capital of $103,000 to Vanguard (included in other assets)
representing .5% of Vanguard's capitalization. The Funds' Service agreement was
amended on May 10, 1993 to provide as follows: (a) each Vanguard Fund may in-
vest up to .40% of its current net assets in Vanguard, and (b) there is no
other limitation on the amount that each Vanguard Fund may contribute to Van-
guards' capitalization.
MANAGEMENT. Corporate management and administrative services include: (1) ex-
ecutive staff; (2) accounting and financial; (3) legal and regulatory; (4)
shareholder account maintenance; (5) monitoring and control of custodian rela-
tionships; (6) shareholder reporting; and (7) review and evaluation of advisory
and other services provided to the Funds by third parties. During the fiscal
year ended September 30, 1993, the Fund's allocated share of Vanguard's actual
net costs of operation relating to management and administrative services (in-
cluding transfer agency) totaled approximately $962,000.
DISTRIBUTION. Vanguard provides all distribution and marketing activities for
the Funds in the Group. Vanguard Marketing Corporation, a wholly owned subsidi-
ary of The Vanguard Group, Inc., acts as Sales Agent for the shares of the
Funds in connection with any sales made directly to investors in the states of
Florida, Missouri, New York, Ohio, Texas and such other states as it may be re-
quired.
The principal distribution expenses are for advertising, promotional materials
and marketing personnel. Distribution services may also include organizing and
offering to the public, from time to time, one or more new investment companies
which will become members of the Group. The Directors and Officers of Vanguard
determine the amount to be spent annually on distribution activities, the man-
ner 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 contribu-
tion for distribution expenses of a marketing and promotional nature shall ex-
ceed 125% of average distribution expense rate for the Group, and that no Fund
shall incur annual distribution expenses in excess of 20/100 of 1% of its aver-
age month-end net assets. During the fiscal year ended September 30, 1993, the
Fund paid approximately $92,000 of the Group's distribution and marketing ex-
penses, which represented an effective annual rate of 1/100 of 1% of the Fund's
average net assets.
INVESTMENT ADVISORY SERVICES. Vanguard also provides investment advisory serv-
ices to Vanguard Bond Index Fund, Vanguard Municipal Bond Fund, Vanguard Money
Market Reserves, the Short-Term,
9
<PAGE>
Intermediate-Term and Long-Term Corporate Portfolios, Short-, Intermediate- and
Long-Term U.S. Treasury and Short-Term Federal Portfolios of Vanguard Fixed In-
come Securities Fund, Vanguard California Tax-Free Fund, Vanguard New York In-
sured Tax-Free Fund, Vanguard New Jersey Tax-Free Fund, Vanguard Pennsylvania
Tax-Free Fund, Vanguard Ohio Tax-Free Fund, Vanguard Florida Tax-Free Fund,
Vanguard Institutional Money Market Portfolio of Vanguard Institutional Portfo-
lios, the 500, Extended Market, Total Stock Market, Growth, Value and Small
Capitalization Stock Portfolios of Vanguard Index Trust, Vanguard STAR Fund,
Vanguard Balanced Index Fund, Vanguard International Equity Index Fund, and
several indexing separate accounts. These services are provided on an at-cost
basis from a money management staff employed directly by Vanguard. The compen-
sation and other expenses of this staff are paid by the Funds utilizing these
services. During the fiscal year ended September 30, 1993, the Fund paid ap-
proximately $42,000 of Vanguard's expenses relating to investment advisory
services.
REMUNERATION OF TRUSTEES AND OFFICERS. The Fund pays each Trustee, who is not
also an Officer, an annual fee plus travel and other expenses incurred in at-
tending Board meetings. The Fund's Officers and employees are paid by Vanguard
which, in turn, is reimbursed by the Fund and each other Fund in the Group, for
its proportionate share of Officers' and employees' salaries and retirement
benefits.
Under its retirement plan, Vanguard contributes annually an amount equal to
10% of each Officer's annual compensation plus 7% of that part of the officer's
compensation during the year, if any, that exceeds the Social Security Taxable
Wage Base then in effect. Under its thrift plan, all eligible Officers are per-
mitted to make pre-tax contributions in an amount equal to 4% of total compen-
sation which are matched by Vanguard on a 100% basis. Directors who are not Of-
ficers are paid an annual fee based on the number of years of service on the
board, up to fifteen years of service, upon retirement. The fee is equal to
$1,000 for each year of service and each investment company member of The Van-
guard Group contributes a proportionate amount of this fee based on its rela-
tive net assets. This fee is paid, subsequent to a Director's retirement, for a
period of ten years or until the death of a retired Director.
INVESTMENT ADVISORY SERVICES
The Money Market, High-Grade Bond and Equity Index Portfolios of the Fund re-
ceive investment advisory services on an "internalized," at-cost basis from an
experienced investment management staff employed directly by Vanguard. The in-
vestment management staff is supervised by the senior Officers of the Fund.
Vanguard's Fixed Income Group provides advisory services for the Money Market
and High-Grade Bond Portfolios and Vanguard's Core Management Group provides
advisory services to the Equity Index Portfolio.
Vanguard's investment management staff is also responsible for the allocation
of principal business and portfolio brokerage and the negotiation of commis-
sions. For the Money Market Portfolio, the purchase and sale of investment se-
curities will ordinarily be principal transactions. Portfolio securities will
normally be purchased directly from the issuer or from an underwriter or market
maker for the securities. There will usually be no brokerage commissions paid
by the Money Market Portfolio for such purchases. Purchases from underwriters
of securities will include a commission or concession paid by the issuer to the
underwriter, and purchases from dealers serving as market makers will include a
dealer's mark-up.
In placing portfolio transactions, Vanguard's advisory staff 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 at
the lowest commission rate. The full range and quality of brokerage services
available are considered in making these determinations. In selecting broker-
dealers to execute securities transactions for the Portfolios, consideration
will be given to such factors as: the price of the security; the rate of the
commission; the size and difficulty of the order; the reliability, integrity,
financial condition, general execution, and operational capabilities of compet-
ing broker-dealers; and the brokerage and research services provided to the
Fund.
10
<PAGE>
The investment policies of each of the Portfolios may lead to frequent changes
in investments, particularly in periods of rapidly fluctuating interest rates.
A change in securities held by a Portfolio is known as "portfolio turnover" and
may involve the payment by the Portfolio of dealer mark-ups, underwriting com-
missions, and other transaction costs on the sales of securities as well as on
the reinvestment of the proceeds in other securities. The annual portfolio
turnover rate for the Portfolios is set forth under the heading "Financial
Highlights" in the Vanguard Variable Insurance Fund Prospectus. The portfolio
turnover rate is not a limiting factor when management deems it desirable to
sell or purchase securities. It is impossible to predict whether or not the
portfolio turnover rates in future years will vary significantly from the rates
in recent years.
THE BALANCED PORTFOLIO INVESTMENT ADVISORY AGREEMENT
The Fund employs Wellington Management Company (WMC) under an investment advi-
sory agreement dated April 29, 1991 to manage the investment and reinvestment
of the assets included in the Fund's Balanced Portfolio and to continuously re-
view, supervise and administer the Balanced Portfolio's investment program. WMC
discharges its responsibilities subject to the control of the officers and
Trustees of the Fund.
The Fund pays WMC a Basic Fee at the end of each fiscal quarter, calculated by
applying a quarterly rate, based on the following annual percentage rates, to
the Portfolio's average month-end net assets for the quarter:
<TABLE>
<CAPTION>
NET ASSETS RATE
---------- -----
<S> <C>
First $500 million.................................................... .100%
Over $500 million..................................................... .050%
</TABLE>
Effective with the quarter ending March 31, 1994, the Basic Fee, as provided
above, shall be increased or decreased by an amount equal to .015% per annum
(.00375% per quarter) of the first $500 million of the average month-end assets
of the Fund, and .010% per annum (.0025% per quarter) of the average month-end
assets over $500 million, if the Fund's investment performance for the thirty-
six months preceding the end of the quarter is six percentage points or more
above or below, respectively the investment record of a "Combined Index", 65%
of which shall be comprised of the Standard & Poor's Composite Price Index (the
"Stock Index") and 35% of which shall be comprised of the Salomon Brothers High
Grade Corporate Bond Index (the "Bond Index").
In order to avoid a situation where the investment performance portion of the
advisory fee under the new agreement will be based upon a period for which in-
vestment results are already known until March 31, 1994, the investment perfor-
mance portion of the fee shall be calculated in accordance with the transition
rules set forth in Investment Company Act Release No. 7113 as follows:
a) For the quarters ending prior to March 31, 1992, the investment perfor-
mance portion of the advisory fee was not operable. The advisory fee paid by
the Fund was the Basic Fee, calculated as described above.
b) Beginning with the quarter ending March 31, 1992: (i) the investment per-
formance portion of the fee shall be computed based upon a comparison of the
investment performance of the Fund and that of the Combined Index over the
number of months which have elapsed between March 31, 1991 and the end of the
quarter when the fee is computed; and (ii) the percentages by which the
Fund's investment performance must exceed or fall below the investment record
of the Combined Index shall increase proportionately from two percentage
points for the twelve months ending March 31, 1992 to six percentage points
for thirty-six months ending March 31, 1994.
For the purpose of determining the fee adjustment for investment performance,
as described above, the net assets of the Fund shall be averaged over the same
period as the investment performance of the Fund and the investment record of
the Combined Index are computed. The "investment performance" of the Fund for
the
11
<PAGE>
period, expressed as a percentage of the Fund's net asset value per share at
the beginning of the period shall be the sum of: (i) the change in the Fund's
net asset value per share during such period; (ii) the value of the Fund's cash
distributions per share having an ex-dividend date occurring within the period;
and (iii) the per share amount of capital gains taxes paid or accrued during
such period by the Fund for undistributed realized long-term capital gains.
The "investment record" of the Stock Index for the period, expressed as a per-
centage of the Stock Index level at the beginning of the period, shall be the
sum of (i) the change in the level of the Stock Index during the period and
(ii) the value, computed consistently with the Stock Index, of cash distribu-
tions having an ex-dividend date occurring within the period made by companies
whose securities comprise the Stock Index. The "investment record" of the Bond
Index for the period, expressed as a percentage of the Bond Index level at the
beginning of such period shall be the sum of (i) the change in the level of the
Bond Index during the period and (ii) the value of the interest accrued or paid
on the bonds included in the Bond Index, assuming the reinvestment of such in-
terest on a monthly basis. Computation of these two components as the Combined
Index shall be made on the basis of 65% in the Stock Index and 35% in the Bond
Index at the beginning of each quarter.
In April, 1972, the Securities and Exchange Commission ("SEC") issued Release
No. 7113 under the Investment Company Act of 1940 to call attention to direc-
tors and investment advisers to certain factors which must be considered in
connection with investment company incentive fee arrangements. One of these
factors is to "avoid basing significant fee adjustments upon random or insig-
nificant differences" between the investment performance of a fund and that of
the particular index with which it is being compared. The Release provides that
"preliminary studies (of the SEC staff) indicate that as a "rule of thumb' the
performance difference should be at least + 10 percentage points" annually be-
-
fore the maximum performance adjustment may be made. However, the Release also
states that "because of the preliminary nature of these studies, the Commission
is not recommending, at this time, that any particular performance difference
exist before the maximum fee adjustment may be made." The Release concludes
that the directors of a fund "should satisfy themselves that the maximum per-
formance adjustment will be made only for performance differences that can rea-
sonably be considered "significant." The Board of Trustees of Vanguard Variable
Insurance Fund has fully considered the SEC Release and believes that the per-
formance adjustments as included in the above mentioned agreement is appropri-
ate, although not within the + 10 percentage point per year range suggested in
-
the Release. Under the proposed investment advisory agreement between Vanguard
Variable Insurance Fund and WMC, the maximum performance adjustment is made at
a difference of + 6 percentage points from the performance of the index over a
-
thirty-six month period, which would effectively be the equivalent of approxi-
mately + 2 percentage points difference per year.
-
The present agreement continues until April 30, 1994. The agreement is renew-
able thereafter, for successive one year periods, only if each renewal is spe-
cifically approved by a vote of the Fund's Board of Trustees, including the af-
firmative votes of a majority of the Trustees who are not parties to the con-
tract or "interested persons" (as defined in the Investment Company Act of
1940) of any such party, cast in person at a meeting called for the purpose of
considering such approval. In addition, the question of continuance of the
agreement may be presented to the shareholders of the Fund, in such event con-
tinuance shall be effected only if approved by the affirmative vote of a major-
ity of the outstanding voting securities of the Fund. The agreement is automat-
ically terminated if assigned, and may be terminated without penalty at any
time (1) either by vote of the Board of Trustees of the Fund or by vote of its
outstanding voting securities on 60 days' written notice to WMC, or (2) by WMC
upon 90 days' written notice to the Fund.
Because WMC provides only investment advisory services to the Balanced Portfo-
lio of the Fund and has no control over the Fund's expenses, WMC has not under-
taken to guarantee expenses of the Fund. The Officers of the Fund have worked
out alternative arrangements with state authorities which do not require an ex-
pense guarantee. During the period May 23, 1991 through September 30, 1991, and
the fiscal years ended September 30, 1992, and September 30, 1993, the Fund
paid investment advisory fees of approximately $2,000, $46,000 and $137,000,
respectively, to WMC.
12
<PAGE>
DESCRIPTION OF WMC. WMC is a Massachusetts general partnership of which the
following persons are managing partners: Robert W. Doran, Duncan M. McFarland,
and John B. Neff.
THE GROWTH PORTFOLIO INVESTMENT ADVISORY AGREEMENT
The Fund entered into an investment advisory agreement with Lincoln Capital
Management Company (Lincoln) on June 1, 1993, under which Lincoln manages the
investment and reinvestment of the assets included in the Fund's Growth Portfo-
lio and continuously reviews, supervises and administers the Fund's Growth
Portfolio. Lincoln will invest or reinvest such assets only in U.S. securities.
Lincoln discharges its responsibilities subject to the control of the Officers
and Trustees of the Fund. Under this agreement the Fund pays Lincoln an advi-
sory fee at the end of each fiscal quarter, calculated by applying an annual
rate of .15% to the Portfolio's average net assets.
The agreement with Lincoln continues until May 31, 1995. The agreement is re-
newable thereafter, for successive one year periods, only if each renewal is
specifically approved by a vote of the Fund's Board of Trustees, including the
affirmative votes of a majority of the directors who are not parties to the
agreement or "interested persons" (as defined in the Investment Company Act of
1940) of any such party, cast in person at a meeting called for the purpose of
considering such approval. In addition, the question of continuance of the
agreement may be presented to the shareholders of the Growth Portfolio; in such
event continuance shall be effected only if approved by the affirmative vote of
a majority of the outstanding voting securities of the Growth Portfolio. The
agreement is automatically terminated if assigned, and may be terminated with-
out penalty at any time (1) either by vote of the Board of Trustees or by vote
of the outstanding voting securities of the Portfolio on sixty (60) days' writ-
ten notice to Lincoln, or (2) by Lincoln upon ninety (90) days' written notice
to the Fund. During the period June 7, 1993 through September 30, 1993, the
Fund paid investment advisory fees of approximately $14,000 to Lincoln.
DESCRIPTION OF LINCOLN
Lincoln is an Illinois corporation in which a controlling interest is held by
the following persons: John W. Croghan, Chairman; J. Parker Hall III, Presi-
dent; Kenneth R. Meyer, Executive Vice President; and Timothy H. Ubben, Execu-
tive Vice President.
THE EQUITY INCOME PORTFOLIO INVESTMENT ADVISORY AGREEMENT
The Fund employs Newell Associates, 525 University Avenue, Palo Alto, Califor-
nia 94301 ("Newell") under an investment advisory agreement dated as of June 1,
1993, to manage the investment and reinvestment of the assets of the Equity In-
come Portfolio and to continuously review, supervise and administer the Portfo-
lio's investment program. Newell discharges its responsibilities subject to the
control of the officers and Trustees of the Fund.
The Fund pays Newell an advisory fee at the end of each fiscal quarter, calcu-
lated by applying a quarterly rate, based on an annual percentage rate of .10%,
to the average month-end net assets of the Portfolio for the quarter.
The agreement will continue until May 31, 1995, and will be renewable thereaf-
ter for successive one year periods, only if each renewal is specifically ap-
proved by a vote of the Fund's Board of Trustees, including the affirmative
votes of a majority of the Trustees who are not parties to the contract or "in-
terested persons" (as defined in the Investment Company Act of 1940) of any
such party, cast in person at a meeting called for the purpose of considering
such approval. In addition, the question of continuance shall be effected only
if approved by the affirmative vote of a majority of the outstanding voting se-
curities of the Fund. The agreement is automatically terminated if assigned,
and may be terminated without penalty at any time (1) either by vote of the
Board of Trustees of the Fund or by vote of its outstanding voting securities
on 60 days' written notice to the Adviser, or (2) by the Adviser upon 90 days'
written notice to the Fund. During the period June 7,
13
<PAGE>
1993 through September 30, 1993, the Fund paid investment advisory fees of ap-
proximately $12,000 to Newell.
DESCRIPTION OF THE ADVISER
Newell is a California corporation of which 90% of its outstanding shares are
owned by its directors and officers. The directors of the corporation and the
offices they currently hold are: Roger D. Newell, Chairman & President, Robert
A. Huret, Vice Chairman and Alan E. Rothenberg, Director. Newell Associates is
a General Partner of Relative Yield Associates, a California Limited Partner-
ship.
Pursuant to an order of the Securities and Exchange Commission granting
exemptive relief from the Investment Company Act of 1940, the Fund's Board of
Directors may, without the approval of shareholders, provide for:
A. The employment of a new investment adviser pursuant to the terms of a
new advisory agreement, either as a replacement for an existing adviser or
as an additional adviser.
B. A change in the terms of an advisory agreement.
C. The continued employment of an existing adviser on the same advisory
contract terms where a contract has been assigned because of a change in
control of the adviser.
Any such change will only be made upon not less than 30 days' prior written
notice to shareholders, which shall include the information concerning the ad-
viser that would have normally been included in a proxy statement.
PORTFOLIO TRANSACTIONS
The investment advisory agreements authorize WMC, Lincoln and Newell (the "Ad-
visers") (with the approval of the Fund's Board of Trustees) to select the bro-
kers or dealers that will execute the purchases and sales of portfolio securi-
ties for the Balanced, Growth and Equity Income Portfolios of the Fund and di-
rects the Advisers to use their best efforts to obtain the best available price
and most favorable execution as to all transactions for the Balanced, Growth
and Equity Income Portfolios. The Advisers have undertaken to execute each in-
vestment transaction at a price and commission which provides the most favora-
ble total cost or proceeds reasonably obtainable under the circumstances.
In placing portfolio transactions for their respective Portfolios, the Advis-
ers will use their best judgment to choose the broker most capable of providing
the brokerage services necessary to obtain best available price and most favor-
able execution. The full range and quality of brokerage services available will
be considered in making these determinations. In those instances where it is
reasonably determined that more than one broker can offer the brokerage serv-
ices needed to obtain the best available price and most favorable execution,
consideration may be given to those brokers which supply investment research
and statistical information and provide other services in addition to execution
services to the Balanced, Growth and Equity Income Portfolios of the Fund
and/or the Advisers. The Advisers consider such information useful in the per-
formance of its obligations under the agreement but is unable to determine the
amount by which such services may reduce its expenses.
The investment advisory agreements also incorporate the concepts of Section
28(e) of the Securities Exchange Act of 1934 by providing that, subject to the
approval of the Fund's Board of Trustees, the Advisers may cause the Balanced,
Growth and Equity Income Portfolios of the Fund to pay a broker-dealer which
furnishes brokerage and research services a higher commission than that which
might be charged by another broker-dealer for effecting the same transaction;
provided that such commission is deemed reasonable in terms of either that par-
ticular transaction or the overall responsibilities of the Advisers to their
respective Portfolios and the other Funds in the Group.
14
<PAGE>
Currently, it is the Fund's policy that the Advisers may at times pay higher
commissions in recognition of brokerage services felt necessary for the
achievement of better execution of certain securities transactions that other-
wise might not be available. The Advisers will only pay such higher commis-
sions if they believe this to be in the best interest of the Balanced, Growth
and Equity Income Portfolios of the Fund. Some brokers or dealers who may re-
ceive such higher commissions in recognition of brokerage services related to
execution of securities transactions are also providers of research informa-
tion to the Advisers and/or the Balanced, Growth and Equity Income Portfolios
of the Fund. However, the Advisers have informed the Fund that they will not
pay higher commission rates specifically for the purpose of obtaining research
services.
Since the Fund does not market its shares through intermediary brokers or
dealers, it is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be through such firms.
However, the Fund may place portfolio orders with qualified broker-dealers who
recommend the Fund to other clients, or who act as agent in the purchase of
the Fund's shares for their clients, and may, when a number of brokers and
dealers can provide comparable best price and execution on a particular trans-
action, consider the sale of Fund shares by a broker or dealer in selecting
among qualified broker-dealers.
Some securities considered for investment by the Balanced, Growth and Equity
Income Portfolios of the Fund may also be appropriate for other Funds and/or
clients served by the Advisers. If purchase or sale of securities consistent
with the investment policies of the Balanced, Growth and Equity Income Portfo-
lios of the Fund and one or more of these other Funds or clients served by the
Advisers are considered at or about the same time, transactions in such secu-
rities will be allocated among the several Funds and clients in a manner
deemed equitable by the Advisers.
During the fiscal year ended September 30, 1993, the Fund paid approximately
$202,063 in brokerage commissions.
PERFORMANCE MEASURES
Each of the investment company members of the Vanguard Group, including Van-
guard Variable Insurance Fund, may from time to time, use one or more of the
following unmanaged indexes for comparative performance purposes.
STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX--is a well diversified list
of 500 companies representing the U.S. Stock Market.
WILSHIRE 5000 EQUITY INDEXES--consists of nearly 5,000 common equity securi-
ties, 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 & Poor's 500 Index.
RUSSELL 3000 STOCK INDEX--a diversified portfolio of over 3,000 common stocks
accounting for over 90% of the market value of publicly traded stocks in the
U.S.
RUSSELL 2000 STOCK INDEX--a subset of approximately 2,000 of the smallest
stocks contained in the Russell 3000; a widely used benchmark for small capi-
talization common stocks.
MORGAN STANLEY CAPITAL INTERNATIONAL EAFE INDEX--is an arithmetic, market val-
ue-weighted average of the performance of over 900 securities listed on the
stock exchanges of countries in Europe, Australia and the Far East.
GOLDMAN SACHS 100 CONVERTIBLE BOND INDEX--currently includes 67 bonds and 33
preferreds. The original list of names was generated by screening for convert-
ible issues of 100 million or greater in market capitalization. The index is
priced monthly.
15
<PAGE>
SALOMON BROTHERS GNMA INDEX--includes pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mort-
gage Association.
SALOMON BROTHERS HIGH GRADE CORPORATE BOND INDEX--consists of publicly issued,
non-convertible corporate bonds rated AA or AAA. It is a value-weighted, total
return index, including approximately 800 issues with maturities of 12 years or
greater.
SALOMON BROTHERS BROAD INVESTMENT-GRADE BOND--is a market-weighted index that
contains over 4,800 individually priced investment-grade corporate bonds rated
BBB or better, U.S. Treasury/agency issues and mortgage passthrough securities.
SHEARSON LEHMAN LONG-TERM TREASURY BOND--is composed of all bonds covered by
the Shearson Lehman Hutton Treasury Bond Index with maturities of 10 years or
greater.
MERRILL LYNCH CORPORATE & GOVERNMENT BOND--consists of over 4,500 U.S. Trea-
sury, Agency and investment grade corporate bonds.
SHEARSON LEHMAN CORPORATE (BAA) BOND INDEX--all publicly offered fixed-rate,
nonconvertible domestic corporate bonds rated Baa by Moody's, with a maturity
longer than 1 year and with more than $25 million outstanding. This index in-
cludes over 1,000 issues.
BOND BUYER MUNICIPAL INDEX (20-YEAR) BOND--is a yield index on current-coupon
high grade general-obligation municipal bonds.
STANDARD & POOR'S PREFERRED INDEX--is a yield index based upon the average
yield of four high grade, non- callable preferred stock issues.
NASDAQ INDUSTRIAL INDEX--is composed of more than 3,000 industrial issues. It
is a value-weighted index calculated on price change only and does not include
income.
COMPOSITE INDEX--70% Standard & Poor's 500 Index and 30% NASDAQ Industrial In-
dex.
COMPOSITE INDEX--35% Standard & Poor's 500 Index and 65% Salomon Brothers High
Grade Bond Index.
COMPOSITE INDEX--65% Standard & Poor's 500 Index and 35% Salomon Brothers High
Grade Bond Index.
LIPPER SMALL COMPANY GROWTH FUND AVERAGE--the average performance of small com-
pany growth funds as defined by Lipper Analytical Services, Inc. Lipper defines
a small company growth fund as a fund that by prospectus or portfolio practice,
limits its investments to companies on the basis of the size of the company.
From time to time, Vanguard may advertise using the average performance and/or
the average expense ratio of the small company growth funds. (This fund cate-
gory was first established in 1982. For years prior to 1982, the results of the
Lippper Small Company Growth category were estimated using the returns of the
Funds that constituted the Group at its inception.)
LIPPER BALANCED FUND AVERAGE--An industry benchmark of average balanced funds
with similar investment objectives and policies, as measured by Lipper Analyti-
cal Services, Inc.
LIPPER NON-GOVERNMENT MONEY MARKET FUND AVERAGE--An industry benchmark of aver-
age non-government money market funds with similar investment objectives and
policies, as measured by Lipper Analytical Services, Inc.
LIPPER GOVERNMENT MONEY MARKET FUND AVERAGE--An industry benchmark of average
government money market funds with similar investment objectives and policies,
as measured by Lipper Analytical Services, Inc.
16
<PAGE>
LIPPER VARIABLE INVESTMENT PRODUCT PERFORMANCE ANALYSIS--
VARDS AVERAGE CONTRACT EXPENSE--tables that list the average total expenses of
variable annuity contracts sold in the United States. The average is based upon
a hypothetical $25,000 investment in each variable annuity contract covered by
the study.
MORNINGSTAR'S BENCHMARK-VARIABLE ANNUITY--average total expenses of variable
annuity contracts sold in the United States. With respect to the contract
charges, Morningstar lists a dollar amount which Vanguard converts to basis
points for comparison. This conversion is based on a $25,000 investment in a
variable annuity.
LEHMAN BROTHERS AGGREGATE BOND INDEX--is a market weighted index that contains
over 5,000 individually priced investment grade corporate bonds rated BBB or
better, U.S. Treasury/agency issues, and mortgage pass-through securities and
has a market value of over $4 trillion.
[LOW-COST ADV. GRAPH]
17
<PAGE>
[INSERT TAX ADVANTAGE CHART]
The chart shows the potential value of the Plan's tax-deferred advantage over
the average taxable Vanguard mutual fund. The assumptions are that you had in-
vested $25,000 each in the Vanguard Variable Annuity Plan and in a taxable Van-
guard mutual fund on the same day. (The average expenses for the Plan are
0.93% + $25 versus 0.31% for the average Vanguard mutual fund.) Twenty years
later, assuming an annual growth rate of 8% for both, your Vanguard mutual fund
investment after taxes (based on a 31% tax bracket in each year of investment)
would be valued at $70,309; your pre-tax Vanguard Variable Annuity Plan assets
would equal $96,910. If you were to withdraw your Plan assets at the end of the
20th year of investment, however, your after-tax distribution, based on a 31%
tax bracket, would be $74,618, over $4,000 greater than the balance available
under the non-tax-deferred investment.
18
<PAGE>
FINANCIAL STATEMENTS
The Fund's Financial Statements for the year ended September 30, 1993, includ-
ing the financial highlights, appearing in the 1993 Vanguard Variable Insurance
Fund Annual Report to Shareholders and the report thereon of Price Waterhouse,
independent accountants, also appearing therein, are incorporated by reference
in this Statement of Additional Information. The Fund's 1993 Annual Report to
Shareholders is enclosed with this Statement of Additional Information. For a
more complete discussion of the Fund's performance, please see the Fund's 1993
Annual Report to Shareholders, which may be obtained without charge.
APPENDIX -- DESCRIPTION OF SECURITIES AND RATINGS
A-1 AND PRIME-1 COMMERCIAL PAPER RATINGS
Commercial paper rated A-1 by Standard & Poor's has the following characteris-
tics: (1) liquidity ratios are adequate to meet cash requirements; (2) long-
term senior debt is rated "A" or better; (3) the issuer has access to at least
two additional channels of borrowing; (4) basic earnings and cash flow have an
upward trend with allowance made for unusual circumstances; (5) typically, the
issuer's industry is well established and the issuer has a strong position
within the industry; and (6) the reliability and quality of management are un-
questioned. Relative strength or weakness of the above factors determine
whether the issuer's commercial paper is A-1, A-2, or A-3. The rating Prime-1
is the highest commercial paper rating assigned by Moody's. Among the factors
considered by Moody's in assigning ratings are the following: (1) evaluation of
the management of the issuer; (2) economic evaluation of the issuer's industry
or industries and the appraisal of speculative-type risks which may be inherent
in certain areas; (3) evaluation of the issuer's products in relation to compe-
tition and customer acceptance; (4) liquidity; (5) amount and quality of long-
term debt; (6) trend of earnings over a period of ten years; (7) financial
strength of a parent company and the relationships which exist with the issuer;
and (8) recognition by the management of obligations which may be present or
may arise as a result of public interest questions and preparations to meet
such obligations.
VARIABLE AMOUNT MASTER DEMAND NOTES
Variable amount master demand notes are demand obligations that permit the in-
vestment of fluctuating amounts at varying market rates of interest pursuant to
an arrangement between the issuer and a commercial bank acting as agent for the
payees of such notes, whereby both parties have the right to vary the amount of
the outstanding indebtedness on the notes. Because variable amount master de-
mand notes are direct lending arrangements between a lender and a borrower, it
is not generally contemplated that such instruments will be traded, and there
is no secondary market for these notes, although they are redeemable (and thus
immediately repayable by the borrower) at face value, plus accrued interest, at
any time. In connection with a Portfolio's investment in variable amount master
demand notes, Vanguard's investment management staff will monitor, on an ongo-
ing basis, the earning power, cash flow and other liquidity ratios of the issu-
er, and the borrower's ability to pay principal and interest on demand.
19
<PAGE>
BOND RATINGS
Excerpts from Moody's Investors Service, Inc. description of its four highest
preferred bond ratings:
AAA--judged to be the best quality by all standards. AA--judged to be of high
quality by all standards. Together with the Aaa group they comprise what are
generally known as high grade bonds. A--possess many favorable investment at-
tributes and are to be considered as "upper medium grade obligations". BAA--
considered as medium grade obligations: i.e., they are neither highly protected
nor poorly secured. Interest payments and principal security appear adequate
for the present but certain protective elements may be lacking or may be char-
acteristically unreliable over any great length of time. Such bonds lack out-
standing investment characteristics and in fact have speculative characteris-
tics as well.
Moody's also supplies numerical indicators 1, 2 and 3 to rating categories.
The modifier 1 indicates that the security is in the higher end of its rating
category; the modifier 2 indicates a mid-range ranking; and 3 indicates a rank-
ing toward the lower end of the category.
Excerpts from Standard & Poor's Corporation description of its four highest
bond ratings:
AAA--highest grade obligations. Capacity to pay interest and repay principal
is extremely strong. AA-- also qualify as high grade obligations, a very strong
capacity to pay interest and repay principal and differs from AAA-rated issues
only in small degree. A--regarded as upper medium grade. They have a strong ca-
pacity to pay interest and repay principal although it is somewhat susceptible
to the adverse effects of changes in circumstances and economic conditions than
debt in higher rated categories. BBB--regarded as
having an adequate capacity to pay interest and repay principal. Whereas it
normally exhibits adequate protection parameters, adverse economic conditions
or changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories. This group is the lowest which qualifies for commercial bank in-
vestment.
Standard & Poor's applies indicators "+", no character and "-" to its rating
categories. The indicators show relative standing within the major rating cate-
gories.
20
