VANGUARD OHIO TAX FREE FUND
497, 1998-04-01
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                  ============================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A
                   
                   REGISTRATION STATEMENT (NO. 33-34261) UNDER
                           THE SECURITIES ACT OF 1933
                           Pre-Effective Amendment No.
                         Post-Effective Amendment No. 8
                                       and

               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                   ACT OF 1940
                                 Amendment No. 9
               
                                  VANGUARD OHIO
                                  TAX-FREE FUND
               (Exact Name of Registrant as Specified in Charter)

                                  P.O. Box 2600
                             Valley Forge, PA 19482
                     (Address of Principal Executive Office)

                  Registrant's Telephone Number (610) 669-1000


                          Raymond J. Klapinsky, Esquire
                                  P.O. Box 876
                             Valley Forge, PA 19482
            
            It is hereby requested that this filing become effective
            on March 27, 1998, pursuant to paragraph (b) of Rule 485.
            
                  Approximate Date of Proposed Public Offering:
   As soon as practicable after this Registration Statement becomes effective.

We have  elected to register  an  indefinite  number of shares  pursuant to Rule
24f-2 under the  Investment  Company Act of 1940. We filed our Rule 24f-2 Notice
for the year ended November 30, 1997 on February 27, 1998.

 ==============================================================================

<PAGE>


                                                 VANGUARD OHIO TAX-FREE FUND
                                                    CROSS REFERENCE SHEET
<TABLE>
<CAPTION>

FORM N-1A
ITEM NUMBER LOCATION IN PROSPECTUS
<S>                                                                        <C>


    Item 1. Cover Page ....................................................Cover Page
    Item 2. Synopsis ......................................................Portfolio Expenses
    Item 3. Condensed Financial Information ...............................Financial Highlights
    Item 4. General Description of Registrant .............................Portfolio Profile; The Portfolios'
                                                                           Objectives; Who Should Invest; Investment
                                                                           Strategy; Investment Limitations; Investment
                                                                           Policies; Investment Performance; General
                                                                           Information
    Item 5. Management of the Fund ........................................The Portfolios and Vanguard; Investment
                                                                           Adviser
    Item 5A. Management's Discussion of Fund Performance ..................Herein incorporated by reference to
                                                                           Registrant's Annual Report to Shareholders
                                                                           dated November 30, 1997 filed with the
                                                                           Securities & Exchange Commission's EDGAR
                                                                           system on January 23, 1998
    Item 6. Capital Stock and Other Securities ............................Investing with Vanguard; Buying Shares;
                                                                           Redeeming Shares; Share Price; Dividends,
                                                                           Capital Gains and Taxes; Distribution
                                                                           Options; General Information
    Item 7. Purchase of Securities Being Offered ..........................Cover Page; Investing with Vanguard; Buying
                                                                           Shares
    Item 8. Redemption or Repurchase ......................................Redeeming Shares
    Item 9. Pending Legal Proceedings .....................................Not Applicable

FORM N-1A LOCATION IN STATEMENT
ITEM NUMBER OF ADDITIONAL INFORMATION
    Item 10. Cover Page ...................................................Cover Page
    Item 11. Table of Contents ............................................Cover Page
    Item 12. General Information and History ..............................Investment Limitations; Investment Policies
    Item 13. Investment Objective and Policies ............................Investment Limitations; Investment Policies
    Item 14. Management of the Registrant .................................Management of the Fund
    Item 15. Control Persons and Principal Holders of
             Securities ...................................................Management of the Fund
    Item 16. Investment Advisory and Other Services .......................Management of the Fund; Investment
                                                                           Management
    Item 17. Brokerage Allocation .........................................Portfolio Transactions
    Item 18. Capital Stock and Other Securities ...........................Description of Shares and Voting Rights
    Item 19. Purchase, Redemption and Pricing of Securities
             Being Offered ................................................Purchase of Shares; Redemption of
                                                                           Shares; Share Price
    Item 20. Tax Status ...................................................Not Applicable
    Item 21. Underwriters .................................................Not Applicable
    Item 22. Calculations of Performance Data .............................Yield and Total Return; Calculation of Yield
    Item 23. Financial Statements .........................................Financial Statements
</TABLE>

   
<PAGE>
VANGUARD
OHIO TAX-FREE
FUND
Prospectus

[VANGUARD LOGO]

March 27, 1998

MONEY MARKET
PORTFOLIO

INSURED LONG-TERM
PORTFOLIO

This  prospectus  contains  financial  data for the Fund through the fiscal year
ended November 30, 1997.

<PAGE>
A Federal and Ohio State Tax-Exempt
Income Mutual Fund

VANGUARD OHIO TAX-FREE FUND

CONTENTS
Portfolio Profile           1
Portfolio Expenses          3
Financial Highlights        4
A Word About Risk           5
The Portfolios'
Objectives                  6
Who Should Invest           6
Investment Strategy         7
Investment Policies        10
Investment Limitations     12
Investment
Performance                12
Share Price                13
Dividends, Capital
Gains, and Taxes           13
The Portfolios and
Vanguard                   14
Investment Adviser         15
General Information        15
Investing with
Vanguard                   16
Services and
Account Features           16
Types of Accounts          17
Distribution Options       17
Buying Shares              18
Redeeming Shares           20
Transferring
Registration               23
Portfolio and Account
Updates                    23
Glossary    Inside Back Cover

INVESTMENT OBJECTIVES AND POLICIES

   Vanguard  Ohio  Tax-Free  Fund (the  "Fund")  is a  nondiversified,  open-end
investment company that includes two separate mutual fund portfolios:  the Money
Market Portfolio and the Insured Long-Term  Portfolio (the  "Portfolios").

   Each  Portfolio,  intended for Ohio residents  only,  seeks to provide income
that is exempt  from both  federal and Ohio  personal  income  taxes.  The Money
Market  Portfolio  also seeks to  maintain a constant  net asset value of $1 per
share. The Money Market Portfolio  emphasizes  stability;  the Insured Long-Term
Portfolio  emphasizes  income  over  stability.

IT IS  IMPORTANT  TO NOTE THAT  ALTHOUGH  THE MONEY  MARKET  PORTFOLIO  SEEKS TO
MAINTAIN A STABLE NET ASSET VALUE OF $1 PER SHARE, THIS VALUE IS NOT GUARANTEED.
IN ADDITION, THE PORTFOLIOS' SHARES ARE NOT GUARANTEED OR INSURED BY THE FDIC OR
ANY OTHER  AGENCY OF THE U.S.  GOVERNMENT  OR THE  STATE OF OHIO.  ALTHOUGH  THE
INTEREST  AND  PRINCIPAL  PAYMENTS  FOR AT LEAST 80% OF THE BONDS IN THE INSURED
LONG-TERM  PORTFOLIO ARE  GUARANTEED,  THE VALUE OF THE BONDS  THEMSELVES IS NOT
GUARANTEED.  AS WITH ANY INVESTMENT IN BONDS,  WHICH ARE SENSITIVE TO CHANGES IN
INTEREST RATES, YOU COULD LOSE MONEY BY INVESTING IN EITHER OF THE PORTFOLIOS.

FEES AND EXPENSES

The Portfolios are offered on a no-load basis, which means that you pay no sales
commissions  or 12b-1  marketing  fees.  You will,  however,  incur expenses for
investment  advisory,  management,  administrative,  and distribution  services,
which are included in each Portfolio's expense ratio.

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS

A Statement of Additional  Information  (dated March 27, 1998)  containing  more
information  about the Portfolios is, by reference,  part of this prospectus and
may be obtained  without  charge by writing to  Vanguard,  calling our  Investor
Information  Department  at  1-800-662-7447,  or  visiting  the  Securities  and
Exchange Commission's website (www.sec.gov).

WHY READING THIS PROSPECTUS IS IMPORTANT

This prospectus  explains the objectives,  risks, and strategy of each Portfolio
of Vanguard Ohio Tax-Free  Fund.  To highlight  terms and concepts  important to
mutual fund investors, we have provided "Plain Talk" explanations along the way.
Reading the prospectus will help you to decide which  Portfolio,  if any, is the
right investment for you. We suggest that you keep it for future reference.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION,  NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

<PAGE>

PORTFOLIO PROFILE
WHO SHOULD INVEST (page 6)

o  Ohio residents seeking a municipal bond mutual fund as part of a balanced and
   diversified investment program.

o  Income-oriented Ohio residents in a high tax bracket.

WHO SHOULD NOT INVEST

o  Investors primarily seeking growth of their investment over time.

o  Investors  unwilling to accept significant  fluctuations in share price (this
   applies only to the Insured Long-Term Portfolio).

o  Investors in a retirement account.

RISKS OF THE PORTFOLIOS (pages 5-11)

Both  Portfolios  are subject to income risk (the chance that  falling  interest
rates will cause a Portfolio's income to decline) and objective risk (the chance
that a particular  segment of the municipal  bond  market--such  as long-term or
Ohio-issued  bonds--will  trail returns from the overall municipal bond market).
The Insured  Long-Term  Portfolio  is also  subject to  interest  rate risk (the
chance that bond prices will decline because of rising interest rates).

   The Money Market  Portfolio  seeks to  maintain,  but does not  guarantee,  a
constant net asset value of $1 per share.  The Money Market Portfolio may invest
a  significant  portion  of its  assets in a single  issuer.  As a  result,  the
Portfolio is riskier than other types of money market funds that require greater
diversification  among issuers.  The Insured Long-Term  Portfolio's total return
will fluctuate  within a wide range,  so an investor could lose money over short
or even extended periods.  More detailed information about risk--including risks
specific to each Portfolio--is provided beginning on page 5.

DIVIDENDS AND CAPITAL GAINS (page 13)

Dividends are declared  daily and paid on the first  business day of each month.
Capital gains, if any, are paid annually in December.

INVESTMENT ADVISER (page 15)

Vanguard Fixed Income Group, Valley Forge, Pa., manages both Portfolios.

MINIMUM INITIAL INVESTMENT: $3,000; $1,000 for custodial accounts for minors.

ACCOUNT FEATURES (page 16)

o Telephone Redemption
o Checkwriting
o Vanguard Direct Deposit Service(TM)
o Vanguard Automatic Exchange Service(sm)
o Vanguard Fund Express(sm)
o Vanguard Dividend Express(sm)

AVERAGE ANNUAL TOTAL RETURNS--
PERIODS ENDED NOVEMBER 30, 1997
<TABLE>
<CAPTION>

                                                                 SINCE
                                             1 YEAR   5 YEARS  INCEPTION*
                                             ----------------------------

<S>                                          <C>      <C>      <C>


Ohio Money Market Portfolio                   3.5%      3.1%      3.5%
Lipper Ohio Tax-Exempt
Money Market Average                          3.2       2.9       3.3
Ohio Insured Long-Term
Portfolio                                     6.3%      7.1%      8.3%
Lipper Ohio Tax-Exempt
Municipal Bond Average                        6.2       6.6       7.5
- ----------------------------------------------------------------------
*June 18, 1990.
</TABLE>

IN EVALUATING  PAST  PERFORMANCE,  REMEMBER THAT IT IS NOT  INDICATIVE OF FUTURE
PERFORMANCE.  PERFORMANCE  FIGURES INCLUDE THE  REINVESTMENT OF ANY DIVIDEND AND
CAPITAL GAINS DISTRIBUTIONS.  THE RETURNS SHOWN ARE NET OF EXPENSES.  NOTE, TOO,
THAT BOTH THE RETURN AND (EXCEPT FOR THE MONEY MARKET PORTFOLIO) PRINCIPAL VALUE
OF AN INVESTMENT WILL FLUCTUATE,  SO INVESTORS'  SHARES,  WHEN REDEEMED,  MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

                                  1
<PAGE>

PORTFOLIO PROFILE (continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
                                                                     INSURED
                                            MONEY MARKET            LONG-TERM
- ------------------------------------------------------------------------------
<S>                                         <C>                     <C>

INCEPTION DATE:                               6/18/1990             6/18/1990
NET ASSETS AS OF 11/30/1997:                $298 million          $253 million
PORTFOLIO EXPENSE RATIO FOR THE
   YEAR ENDED 11/30/1997:                       0.19%                 0.17%
LOADS, 12B-1 MARKETING FEE:                     None                  None
SUITABLE FOR IRAS:                               NO                    NO
NEWSPAPER ABBREVIATION:                        VangOH*               OHInsLT
CUSIP NUMBER:                                 921929105             921929204
QUOTRON SYMBOL:                                VOHXX.Q               VOHIX.Q
VANGUARD FUND NUMBER:                            096                   097
- ------------------------------------------------------------------------------
*Money market funds are listed separately from the daily mutual fund listings.
</TABLE>

                                  2
<PAGE>


                            PLAIN TALK ABOUT
                         THE COSTS OF INVESTING

          Costs are an  important  consideration  in choosing a mutual
          fund. That's because you, as a shareholder, pay the costs of
          operating a fund plus any transaction  costs associated with
          buying, selling, or exchanging shares. These costs can erode
          a  substantial  portion  of  the  gross  income  or  capital
          appreciation   a  fund  achieves.   Even   seemingly   small
          differences in fund expenses can, over time, have a dramatic
          impact on a fund's performance.

PORTFOLIO EXPENSES

   The examples  below are designed to help you understand the various costs you
would  bear,  directly  or  indirectly,  as an  investor  in one or  both of the
Portfolios.

   As noted in this table,  you do not pay fees of any kind when you buy,  sell,
or exchange shares of the Portfolios:

SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases:                  None
Sales Load Imposed on Reinvested Dividends:       None
Redemption Fees:                                  None
Exchange Fees:                                    None

   The next table  illustrates the operating  expenses that you would incur as a
shareholder  of  either   Portfolio.   These  expenses  are  deducted  from  the
Portfolio's  income  before  it is  paid  to you.  Expenses  include  investment
advisory  fees as well as the costs of  maintaining  accounts,  administering  a
Portfolio,  providing shareholder services,  and other activities.  The expenses
shown in the table are based  upon  those  incurred  in the  fiscal  year  ended
November 30, 1997.

ANNUAL PORTFOLIO OPERATING EXPENSES
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------
                                                            MONEY    INSURED
                                                            MARKET   LONG-TERM
- ------------------------------------------------------------------------------
<S>                                                         <C>      <C>
Management and Administrative Expenses:                     0.14%      0.13%
Investment Advisory Expenses:                               0.01%      0.01%
12b-1 Marketing Fees:                                       None       None
Other Expenses
         Marketing and Distribution Costs:                  0.03%      0.02%
         Fund Insurance:                                    None       None
         Miscellaneous Expenses (e.g., Taxes, Auditing):    0.01%      0.01%
                                                            ----       ----
Total Other Expenses:                                           0.04%      0.03%
                                                                ----       ----
         TOTAL OPERATING EXPENSES (EXPENSE RATIO):              0.19%      0.17%
                                                                ====       ====

</TABLE>

                             PLAIN TALK ABOUT
                               FUND EXPENSES

               All  mutual  funds have  operating  expenses.
               These  expenses,  which are  deducted  from a
               fund's  gross  income,  are  expressed  as  a
               percentage of the net assets of the fund. For
               example,  the Insured  Long-Term  Portfolio's
               expense  ratio in fiscal year 1997 was 0.17%,
               or $1.70 per  $1,000 of average  net  assets.
               The  average   tax-exempt  bond  mutual  fund
               (excluding  money market  funds) had expenses
               in 1997 of  1.03%,  or $10.30  per  $1,000 of
               average  net  assets,   according  to  Lipper
               Analytical  Services,  which  reports  on the
               mutual fund industry.

                                  3
<PAGE>

   The  following  example is intended to help you compare the cost of investing
in a Portfolio with the cost of investing in other mutual funds, by illustrating
the  hypothetical  expenses  that you would  incur on a $1,000  investment  over
various periods. The example assumes that (1) the Portfolio provides a return of
5% a year and (2) you redeem your investment at the end of each period.
<TABLE>
<CAPTION>

- ------------------------------------------------------------
PORTFOLIO                1 YEAR   3 YEARS  5 YEARS  10 YEARS
- ------------------------------------------------------------
<S>                      <C>      <C>      <C>      <C>
Money Market                $2        $6     $11       $24
Insured  Long-Term          $2        $5     $10       $22
- ------------------------------------------------------------
 </TABLE>
 
THIS EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE FUTURE,  WHICH MAY BE HIGHER OR LOWER THAN
THOSE SHOWN.

FINANCIAL HIGHLIGHTS

The  following  financial  highlights  tables  show  the  results  for  a  share
outstanding of each Portfolio for each period since the Portfolio's inception on
June 18, 1990. The financial  statements that include these finanCial highlights
were audited by Price Waterhouse LLP, independent  accountants.  You should read
this information in conjunction with each Portfolio's  financial  statements and
accompanying  notes,  which  appear,  along  with the audit  report  from  Price
Waterhouse, in the Fund's most recent annual report to shareholders.  The annual
report is incorporated  by reference in the Statement of Additional  Information
and in  this  prospectus,  and  contains  a more  complete  discussion  of  each
Portfolio's  performance.  You may have the report sent to you without charge by
writing to Vanguard or by calling our Investor Information Department.


                              PLAIN TALK ABOUT
                   HOW TO READ THE FINANCIAL HIGHLIGHTS TABLE

          This  explanation  uses the  Money  Market  Portfolio  as an
          example.  The  Portfolio  began fiscal 1997 with a net asset
          value  (price)  of  $1  per  share.  During  the  year,  the
          Portfolio  earned  $0.034 per share from  investment  income
          (interest  and  dividends).   All  of  these  earnings  were
          returned   to   shareholders   in  the   form  of   dividend
          distributions.   The   earnings   ($0.034  per  share)  less
          distributions  ($0.034 per share)  resulted in a share price
          of $1 at the  end of the  fiscal  year.  Assuming  that  the
          shareholder had reinvested the distributions in the purchase
          of more shares,  total return from the  Portfolio  was 3.49%
          for the year.
             As of November 30, 1997,  the  Portfolio had $298 million
          in net assets;  an expense  ratio of 0.19% ($1.90 per $1,000
          of net assets); and net investment income amounting to 3.43%
          of its average net assets.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                       MONEY MARKET PORTFOLIO
                                                            ---------------------------------------------------------
                                                                            YEAR ENDED NOVEMBER 30,                    JUNE 18,*
                                                            1997    1996     1995     1994     1993     1992    1991   NOV. 30, 1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>     <C>      <C>      <C>      <C>      <C>     <C>    <C>

NET ASSET VALUE, BEGINNING OF PERIOD                        $1.00   $1.00    $1.00    $1.00    $1.00    $1.00   $1.00          $1.00
                                                            ------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                                    .034    .034     .037     .026     .023     .030    .045            .027
   Net Realized and Unrealized Gain (Loss) on Investments     -       -        -        -        -        -       -               -
                                                            ------------------------------------------------------------------------
       TOTAL FROM INVESTMENT OPERATIONS                     .034    .034     .037     .026     .023     .030    .045            .027
- ------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Dividends from Net Investment Income                       (.034)  (.034)   (.037)   (.026)   (.023)   (.030)  (.045)         (.027)
Distributions from Realized Capital Gains                     -       -        -        -        -        -       -               -
                                                            ------------------------------------------------------------------------
                  TOTAL DISTRIBUTIONS                      (.034)  (.034)   (.037)   (.026)   (.023)   (.030)  (.045)         (.027)
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $1.00   $1.00    $1.00    $1.00    $1.00    $1.00   $1.00          $1.00
====================================================================================================================================
TOTAL RETURN                                                3.49%   3.42%    3.78%    2.58%    2.37%    3.01%   4.64%          2.59%
====================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Millions)                        $298    $254     $178     $147     $132     $92     $79              $37
Ratio of Total Expenses to Average Net Assets               0.19%   0.20%    0.21%    0.23%    0.21%    0.31%   0.26%         0.23**
Ratio of Net Investment Income to Average Net Assets        3.43%   3.36%    3.71%    2.56%    2.34%    2.95%   4.45%        5.65%**
Portfolio Turnover Rate                                       N/A     N/A      N/A      N/A      N/A      N/A     N/A            N/A
- ------------------------------------------------------------------------------------------------------------------------------------
*Inception date.
**Annualized.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                 4
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               INSURED LONG-TERM PORTFOLIO
                                                          --------------------------------------------------------------------------
                                                                            YEAR ENDED NOVEMBER 30,                    JUNE 18,*
                                                          ------------------------------------------------------------
                                                            1997    1996     1995     1994     1993     1992    1991   NOV. 30, 1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>     <C>      <C>      <C>      <C>      <C>     <C>    <C>
NET ASSET VALUE, BEGINNING OF PERIOD                        $11.67  $11.63   $10.28   $11.61   $11.07   $10.60  $10.30        $10.00
INVESTMENT OPERATIONS
  Net Investment Income                                       .598    .603     .610     .599     .608     .630    .650          .295
  Net Realized and Unrealized Gain (Loss) on Investments      .110    .040    1.350   (1.298)    .685     .474    .300          .300
                                                          --------------------------------------------------------------------------
                  TOTAL FROM INVESTMENT OPERATIONS            .708    .643    1.960    (.699)   1.293    1.104    .950          .595
- ------------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income                       (.598)  (.603)   (.610)   (.599)   (.608)   (.630)   (.650)      (.295)
  Distributions from Realized Capital Gains                  (.060)     -        -     (.032)   (.145)   (.004)      -           -
                                                          --------------------------------------------------------------------------
                  Total Distributions                        (.658)  (.603)   (.610)   (.631)   (.753)   (.634)   (.650)      (.295)
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                              $11.72   $11.67   $11.63  $10.28   $11.61   $11.07   $10.60       $10.30
====================================================================================================================================
TOTAL RETURN                                                 6.30%    5.75%   19.45%  -6.29%   12.03%   10.69%    9.50%        6.04%
====================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (Millions)                        $253     $216     $197    $149     $166     $101      $61            $17
Ratio of Total Expenses to Average Net Assets              0.17%    0.20%    0.21%   0.23%    0.21%    0.31%    0.27%        0.22%**
Ratio of Net Investment Income to Average Net Assets       5.17%    5.26%    5.45%   5.38%    5.29%    5.77%    6.20%        6.55%**
Portfolio Turnover Rate                                      14%      17%       7%     16%      10%      27%      20%             2%
- ------------------------------------------------------------------------------------------------------------------------------------
*Inception date.
**Annualized.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

   From time to time,  the  Vanguard  funds  advertise  yield  and total  return
figures. Yield is a historical measure of dividend income, and total return is a
measure of past dividend  income  (assuming  that it has been  reinvested)  plus
realized and unrealized capital  appreciation (or  depreciation).  Neither yield
nor total return should be used to predict the future performance of a fund.

A WORD ABOUT RISK

   This  prospectus  describes  the risks you would face as an  investor  in the
Portfolios of Vanguard  Ohio Tax-Free  Fund. It is important to keep in mind one
of the main axioms of investing: The higher the risk of losing money, the higher
the potential reward. The reverse,  also, is generally true: The lower the risk,
the lower the potential  reward. As you consider an investment in one or both of
the  Portfolios,  you  should  take  into  account  your  need to  protect  your
investment, as well as your desire for current income.

   Look for this "warning flag" symbol [FLAG]  throughout the prospectus.  It is
used to mark  detailed  information  about  each  type of risk  that  you,  as a
shareholder of either of the Portfolios, would confront.

                                  5
<PAGE>

                      PLAIN TALK ABOUT
                       TAXABLE VERSUS
                   TAX-EXEMPT INVESTMENTS

          You  may  not  always   profit   from  a  state   tax-exempt
          investment;  sometimes  a taxable  investment  can serve you
          better.  To determine which is more suitable for you, figure
          out the  state  tax-exempt  portfolio's  taxable  equivalent
          yield. You do this by:
            o  First figuring out your effective state bracket. Simply
               subtract  your  federal  tax  bracket  from 100%;  then
               multiply  that  number  by  your  state  bracket.   For
               example,  if you are in a 7.0% state tax  bracket and a
               36%  federal  tax  bracket,  your  effective  state tax
               bracket would be 4.5% ([100% - 36%] x 7.0%).
            o  Then add your federal tax bracket and  effective  state
               tax bracket together  foryour combined tax bracket.  In
               this example,  your combined tax bracket would be 40.5%
               (36% + 4.5%).
            o  Finally, divide the portfolio's tax-exempt yield by the
               difference  between 100% and your combined tax bracket.
               Continuing  with this example and assuming that you are
               considering  a  state  tax-exempt  portfolio  with a 5%
               yield, your taxable  equivalent yield would be 8.4% (5%
               divided by [100% - 40.5%] ).
             In this  example,  you would choose the state  tax-exempt
          portfolio  if its  taxable  equivalent  yield  of 8.4%  were
          greater  than  the  yield  of  a  similar,  though  taxable,
          investment.
             Remember  that we have used  assumed tax brackets in this
          example.  Please  verify your actual tax  brackets--federal,
          state,  and  local  (if  any)--before   calculating  taxable
          equivalent yields of your own.

THE PORTFOLIOS' OBJECTIVES

Both  Portfolios  seek to provide  varying amounts of income that is exempt from
federal and Ohio personal income taxes. The Money Market Portfolio also seeks to
maintain,  but does not  guarantee,  a constant net asset value of $1 per share.
These objectives are fundamental, which means that they cannot be changed unless
a majority of Portfolio shareholders vote to do so.

[FLAG] BECAUSE OF THE SEVERAL TYPES OF RISKS  DESCRIBED ON THE FOLLOWING  PAGES,
       YOUR INVESTMENT IN ONE OR BOTH OF THE PORTFOLIOS,  AS WITH ANY INVESTMENT
       IN BONDS, COULD LOSE MONEY.

[FLAG] BECAUSE  THEY  INVEST  PRIMARILY  IN  SECURITIES  ISSUED  BY OHIO AND ITS
       MUNICIPALITIES,   THE  PORTFOLIOS  ARE  MORE  VULNERABLE  TO  UNFAVORABLE
       DEVELOPMENTS  IN OHIO THAN FUNDS THAT INVEST IN  MUNICIPAL  BONDS OF MANY
       STATES.

WHO SHOULD INVEST

Either of the Portfolios may be a suitable investment for you if you are an Ohio
resident and:

o  You wish to add a municipal bond income fund to your existing holdings, which
   could include other  tax-exempt--as  well as stock, money market, and taxable
   bond--investments.

o  You seek income that is exempt from federal and Ohio personal income taxes.

   However,  one  Portfolio  may more  closely  meet  your  personal  investment
objectives  than the other.  For  instance,  the Money Market  Portfolio  may be
suitable for you if:

o  You do not want fluctuation in the share price of your investment.

o  You are seeking a short-term investment vehicle.

   The Insured Long-Term Portfolio may be suitable for you if:

o  You are seeking a potentially  greater  amount of  tax-exempt  income and are
   willing to accept significant fluctuations in share price.

   Neither  Portfolio is an  appropriate  investment if you are a  market-timer.
Investors  who  engage  in  excessive   in-and-out   trading  activity  generate
additional  costs that are borne by all of the  shareholders in a Portfolio.  To
minimize such costs, which reduce the ultimate returns achieved by you and other
shareholders,  the  Portfolios  have  adopted  the  following  policies:

o  Each Portfolio  reserves the right to reject any purchase  request--including
   exchanges  from other  Vanguard  funds--that  it regards as disruptive to the
   efficient management of the Portfolio. This could be because of the timing of
   the investment or because of a history of excessive trading by the investor.

o  There is a limit on the  number  of times you can  exchange  into or out of a
   Portfolio (see "Redeeming Shares" in the INVESTING WITH VANGUARD section).

                                  6

<PAGE>

o    The Portfolios reserve the right to stop offering shares at any time.


                          PLAIN TALK ABOUT
                           MUNICIPAL BONDS

     Municipal  bonds  are  securities   issued  by  state  and  local
     governments  and  regional  government  authorities  as a way  of
     raising  money for public  construction  projects  (for  example,
     highways,  airports,  housing);  for operating  expenses;  or for
     loans to public institutions and facilities.

INVESTMENT STRATEGY

This section  explains how the Portfolios'  investment  adviser seeks to provide
income  that is exempt from  federal and Ohio  personal  income  taxes.  It also
explains important  risks--income risk, interest rate risk, call risk, objective
risk,  credit risk,  and manager  risk--faced by the  Portfolios'  shareholders.
Unlike the Portfolios' investment objectives,  the adviser's investment strategy
is not  fundamental  and can be changed by the Fund's Board of Trustees  without
shareholder  approval.  However,  before  making  any  important  change  in its
strategy, a Portfolio will give shareholders 30 days' notice, in writing.

                           PLAIN TALK ABOUT
                       BONDS AND INTEREST RATES

     When interest rates rise,  bond prices fall. The opposite is also
     true:  Bond prices go up when  interest  rates fall.  Why do bond
     prices and  interest  rates move in  opposite  directions?  Let's
     assume  that you hold a bond  offering a 5% yield.  A year later,
     interest  rates are on the rise and bonds are  offered  with a 6%
     yield.  With  higher-yielding  bonds  available,  you would  have
     trouble selling your 5% bond for the price you  paid--causing you
     to lower your asking price.  On the other hand, if interest rates
     were falling and 4% bonds were being  offered,  you would be able
     to sell your 5% bond for more than you paid.

MARKET EXPOSURE

Both  Portfolios  invest  primarily in tax-exempt Ohio State and local municipal
bonds that, depending on their maturity and quality,  provide varying amounts of
tax-exempt income.

[FLAG] EACH PORTFOLIO IS SUBJECT TO INCOME RISK, WHICH IS THE POSSIBILITY THAT A
       PORTFOLIO'S  DIVIDENDS  (INCOME)  WILL  DECLINE  DUE TO FALLING  INTEREST
       RATES.  INCOME RISK IS GENERALLY  GREATEST FOR SHORT-TERM BONDS AND LEAST
       FOR LONG-TERM BONDS.

   Changes in interest rates can affect bond prices as well as bond income.

[FLAG] THE INSURED LONG-TERM PORTFOLIO IS PARTICULARLY  SUBJECT TO INTEREST RATE
       RISK, WHICH IS THE POSSIBILITY THAT BOND PRICES OVERALL WILL DECLINE OVER
       SHORT OR EVEN EXTENDED  PERIODS DUE TO RISING  INTEREST  RATES.  INTEREST
       RATE  RISK  SHOULD  BE  MODEST  FOR  SHORTER-TERM  BONDS,   MODERATE  FOR
       INTERMEDIATE-TERM BONDS, AND HIGH FOR LONGER-TERM BONDS.

   In the past, bond investors have seen the value of their  investment rise and
fall--sometimes  significantly--with changes in interest rates. Between December
1976 and September 1981, for instance,  rising  interest rates caused  long-term
bond prices to fall by almost  48%.

   Because the Insured Long-Term  Portfolio invests mainly in longer-term bonds,
changes in interest  rates will have a  significant  impact on the value of that
Portfolio's  assets.  To illustrate how much of an impact,  the following  table
shows the effect of a 1% change and a 2% change  (both up and down) in  interest
rates on a bond with a face value of $1,000,  similar to those bonds held by the
Insured Long-Term Portfolio on November 30, 1997.

                           PLAIN TALK ABOUT
                           BOND MATURITIES

     A bond is issued with a specific maturity date--the date when the
     bond's  issuer must pay back the bond's  initial  value (known as
     its "face value"). Bond maturities generally range from less than
     one year  (short  term) to 30 years  (long  term).  The  longer a
     bond's maturity,  the more risk you, as a bond investor,  face as
     interest  rates  rise--but  also  the  more  interest  you  could
     receive.  Long-term bonds are more suitable for investors willing
     to take greater risks in hope of higher yields;  short-term  bond
     investors  should be willing to accept lower yields in return for
     less fluctuation in the value of their investment.

                                  7
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
         HOW INTEREST RATE CHANGES AFFECT INVESTMENT
- --------------------------------------------------------------------------------
                                        VALUE OF A $1,000 INVESTMENT
                    ------------------------------------------------------------
YIELD/              AFTER A 1%     AFTER A 1%     AFTER A 2%    AFTER A 2%
AVERAGE MATURITY     INCREASE       DECREASE      INCREASE       DECREASE
- --------------------------------------------------------------------------------
<S>                 <C>            <C>            <C>           <C>

4.70%/8.5 years        $933          $1,072         $872          $1,151
- --------------------------------------------------------------------------------
</TABLE>
   
   These  figures  are for  illustration  only and should not be  regarded as an
indication  of future  returns  from the  municipal  bond market as a whole,  or
ANY Portfolio in particular.
    
   Falling   interest   rates  can  cause  other  problems  for  bond  portfolio
shareholders.

                           PLAIN TALK ABOUT
                            CALLABLE BONDS

   Although bonds are issued with clearly defined  maturities,  a bond
   issuer  may be able to redeem,  or call,  a bond  earlier  than its
   maturity date. The bondholder must now replace the called bond with
   a bond that may have a lower yield than the  original.  One way for
   bond  investors  to  protect  themselves  against  call  risk is to
   purchase a bond early in its lifetime, when it is less likely to be
   called.  Another way is to buy bonds with call  protection--that is,
   assurance  that a bond  will  not be  called  for a  specific  time
   period, such as ten years.

[FLAG] THE INSURED  LONG-TERM  PORTFOLIO,  AND TO A MUCH LESSER EXTENT THE MONEY
       MARKET PORTFOLIO,  IS SUBJECT TO CALL RISK, WHICH IS THE POSSIBILITY THAT
       DURING PERIODS OF FALLING  INTEREST  RATES, A BOND ISSUER WILL "CALL"--OR
       REPAY--ITS  HIGH-YIELDING BOND BEFORE ITS MATURITY DATE. FORCED TO INVEST
       THE  UNANTICIPATED  PROCEEDS AT LOWER INTEREST RATES, THE PORTFOLIO WOULD
       EXPERIENCE A DECLINE IN  INCOME--AND  THE POTENTIAL  FOR TAXABLE  CAPITAL
       GAINS.

   Longer-term  bonds,  like  those  held by the  Insured  Long-Term  Portfolio,
generally  have "call  protection"--that  is,  assurance that a bond will not be
called for a specific period, such as ten years.

SECURITY SELECTION

   Vanguard Fixed Income Group, adviser to the Portfolios,  selects bonds issued
by Ohio state and local governments and regional governmental  authorities.  The
municipal  bonds held by the two Portfolios,  though,  differ  significantly  in
terms of  maturity  and  quality.  Up to 20% of each  Portfolios  assets may be
invested in securities that are subject to the Alternative Minimum Tax (AMT).

[FLAG] THE PORTFOLIOS ARE SUBJECT TO OBJECTIVE  RISK,  WHICH IS THE  POSSIBILITY
       THAT  RETURNS  FROM  A  PARTICULAR  BOND  MARKET  SEGMENT  (FOR  EXAMPLE,
       LONGER-TERM  BONDS OR BONDS  ISSUED  BY THE  STATE  OF OHIO)  WILL  TRAIL
       RETURNS FROM THE OVERALL BOND MARKET.

                           PLAIN TALK ABOUT
                        ALTERNATIVE MINIMUM TAX

          Certain  tax-exempt  bonds whose  proceeds  are used to fund
          private,   for-profit   organizations  are  subject  to  the
          Alternative  Minimum  Tax  (AMT)--a  special tax system that
          ensures that  individuals  pay at least some federal  taxes.
          Although  AMT bond  income is exempt  from  federal  regular
          income tax, a very limited number of taxpayers who have many
          tax  deductions may have to pay  Alternative  Minimum Tax on
          the income from bonds considered "tax-preference items."

   The MONEY MARKET PORTFOLIO invests at least 80% of its assets in a variety of
high-quality,  short-term  Ohio  municipal  securities.  The Portfolio  seeks to
provide a stable net asset value of $1 per share by investing in securities with
an  effective  maturity  of 13  months  or less and by  maintaining  an  average
weighted  maturity of 90 days or less.  An  investment in a money market fund is
neither  insured  nor  guaranteed  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 per share.

   The INSURED  LONG-TERM  PORTFOLIO buys longer-term  municipal bonds issued by
the state of Ohio, its local governments, and public financing authorities (and,
possibly,  by certain U.S.  territories).  The Portfolio may also buy industrial
revenue bonds and bonds issued by hospitals and universities.

                                  8
<PAGE>

   
   Normally,  a fund that  concentrates its assets in one state would be exposed
to considerable  credit risk.  (Details of the risks of investing in Ohio can be
found in the Statement of Additional  Information.) To provide a level of credit
protection,  at  least  80% of the  Insured  Long-Term  Portfolio's  assets  are
invested in municipal bonds whose principal and interest payments are guaranteed
by  top-rated  insurance  companies  at the  time of  purchase.  This  insurance
coverage may take one of several forms:

o  A new-issue insurance policy, which is purchased by a bond issuer at the time
   the  security is issued.  This  insurance  is likely to  increase  the credit
   rating of the security, as well as its purchase price and resale value.

o  A mutual fund  insurance  policy,  which is used to guarantee  specific bonds
   only while held by a mutual fund. For the Insured Long-Term  Portfolio (which
   has obtained a policy from Financial Guaranty Insurance Company),  the annual
   premiums for the policy may reduce the Portfolio's current yield.

o  A secondary market insurance policy,  which is purchased by an investor (such
   as the Insured Long-Term  Portfolio) after a bond has been issued and insures
   the bond until its maturity date.
    
                               PLAIN TALK ABOUT
                                CREDIT QUALITY

          A bond's credit quality  depends on the issuer's  ability to
          pay interest on the bond and, ultimately, to repay the debt.
          The lower the rating by one of the  independent  bond-rating
          agencies  (for example,  Moody's or Standard & Poor's),  the
          greater the chance (in the rating agency's opinion) the bond
          issuer   will   default,   or  fail  to  meet  its   payment
          obligations.  Most  bond-rating  agencies  use a  descending
          alphabet  scale  to  rate  bonds  (for  example,  Aaa is the
          highest  rating,  C among the poorest  quality).  All things
          being equal,  the lower a bond's credit quality,  the higher
          the yield  the bond  seeks to pay (as  compensation  for the
          risks an investor must take).

   Typically, an insured municipal bond in the Portfolio will be covered by only
one of the three  policies.  For  instance,  if a bond is covered by a new-issue
insurance  policy or a secondary  market  insurance  policy,  the security  will
probably not be insured under the Portfolio's mutual fund insurance policy.

   Normally,  the Insured Long-Term Portfolio seeks to invest  substantially all
of its assets in insured Ohio municipal  obligations.  However, up to 20% of the
Portfolio's assets may be invested in either:

o  Uninsured Ohio municipal  securities with the equivalent of a minimum-quality
   rating  of AA by a  Nationally  Recognized  Statistical  Rating  Organization
   (NRSRO), or

o  Uninsured, high-quality, short-term Ohio municipal securities.

   The Insured  Long-Term  Portfolio has no  limitations as to the maturities of
the  securities  in which it  invests.  However,  the  Portfolio  is expected to
maintain a dollar-weighted average maturity of between 15 and 25 years.

   In  unusual  circumstances,  such  as a  national  financial  emergency  or a
temporary  decline in the  availability  of Ohio  obligations,  up to 20% of the
Fund's  assets may be  invested  in  securities,  such as  short-term  municipal
securities  issued outside of Ohio or certain taxable  fixed-income  securities,
that generate income subject to Ohio state or federal personal income taxes.

   As tax-advantaged investments,  the Portfolios are particularly vulnerable to
federal and Ohio state tax law changes (for  instance,  if the Internal  Revenue
Service ruled that the income from certain types of state-issued  bonds could no
longer be considered tax-exempt).

                               PLAIN TALK ABOUT
                  CONVERSION PERIOD FOR MONEY MARKET FUNDS

          Before it can begin earning dividends,  your investment in a
          money market fund must be converted to federal funds,  which
          are Federal Reserve  deposits that banks and other financial
          institutions  "borrow"  from one another to meet  short-term
          cash needs--and  which fund advisers must use to pay for the
          securities  they  buy.   Conversion  of  your  money  market
          investment to federal  funds is done by the fund  management
          and  usually  takes  one  business  day.   Because  of  this
          conversion  period,   your  money  market  account  will  be
          credited  on  the  business  day   following  the  day  your
          investment is received.  You will begin earning dividends on
          your  investment on the next  calendar day. For example,  if
          your check is  received  on a  Thursday  before the close of
          trading on the New York Stock Exchange, your account will be
          credited  the next  business day (Friday) and you will begin
          earning dividends on Saturday.

                                       9
<PAGE>

[FLAG] THE PORTFOLIOS ARE SUBJECT TO CREDIT RISK,  WHICH IS THE POSSIBILITY THAT
       A BOND  ISSUER  WILL FAIL TO REPAY  INTEREST  AND  PRINCIPAL  IN A TIMELY
       MANNER.

   The Money Market Portfolio invests primarily in high-quality, short-term Ohio
municipal  securities,  and the Insured Long-Term Portfolio invests primarily in
bonds insured by top-rated  insurance  companies against the possible default of
an issuer.  Therefore,  credit risk should be low for the Money Market Portfolio
and very low for the Insured Long-Term  Portfolio.  The average qualities of the
Money Market Portfolio and the Insured Long-Term Portfolio,  as rated by Moody's
on November 30, 1997, were MIG 1 and Aaa, respectively.
   
   The Portfolios try to minimize  credit risk by purchasing a wide selection of
Ohio municipal  securities.  As a result,  there is less chance that a Portfolio
will be hurt significantly by a particular bond issuer's failure to repay either
principal or interest.
    
[FLAG] THE PORTFOLIOS ARE SUBJECT TO MANAGER RISK, WHICH IS THE POSSIBILITY THAT
       VANGUARD FIXED INCOME GROUP WILL DO A POOR JOB OF SELECTING SECURITIES.

   To help you distinguish between the two Portfolios and their various risks, a
summary table is presented below.

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                             RISKS OF THE PORTFOLIO
- --------------------------------------------------------------------------------
                             INCOME      INTEREST        CALL         CREDIT
PORTFOLIO                     RISK       RATE RISK       RISK          RISK
- --------------------------------------------------------------------------------
<S>                          <C>         <C>             <C>          <C>
Portfolio                    Risk       Rate Risk       Risk           Risk
Money Market                 High         Low         Negligible       Low
Insured Long-Term            Low         High           High        Very Low
- --------------------------------------------------------------------------------
</TABLE>

PORTFOLIO TURNOVER

Although the Insured Long-Term  Portfolio generally seeks to invest for the long
term, it retains the right to sell  securities  regardless of how long they have
been  held.  Shorter-term  bonds  will  mature--and  need  to be  replaced--more
frequently than longer-term bonds. As a result, shorter-term bond portfolios may
tend to have higher portfolio turnover rates than longer-term bond portfolios.

                                PLAIN TALK ABOUT
                               PORTFOLIO TURNOVER

          Before  investing  in a mutual fund,  you should  review its
          portfolio  turnover  rate for an indication of the potential
          effect of transaction costs on the fund's future returns. In
          general, the greater the volume of buying and selling by the
          fund, the greater the impact that brokerage  commissions and
          other transaction costs will have on its return. Also, funds
          with high  portfolio  turnover rates may be more likely than
          low-turnover  funds to generate  capital  gains that must be
          distributed to shareholders  as taxable income.  The average
          turnover  rate for actively  managed  tax-exempt  bond funds
          (excluding money market funds) is 44%.

INVESTMENT POLICIES

Besides  investing in high-quality  municipal bonds, each Portfolio may follow a
number of other investment policies to achieve its objectives.

[FLAG] EACH OF THE  FUND'S  PORTFOLIOS  MAY  INVEST,  TO A  LIMITED  EXTENT,  IN
       DERIVATIVES.

                                       10
<PAGE>

   The Money Market  Portfolio may invest in partnership and grantor  trust-type
derivatives.  Ownership of derivative securities allows the purchaser to receive
principal  and  interest  payments on  underlying  municipal  bonds or municipal
notes. There are many types of derivatives,  including  derivatives in which the
tax-exempt  interest rate is determined by an index, a swap  agreement,  or some
other formula.

   The Money  Market  Portfolio  intends  to use  derivatives  to  increase  the
diversification  of, as well as maintain the quality of,  securities held by the
Portfolio.  Derivative  securities are subject to certain structural risks that,
in unexpected  circumstances,  could cause the Portfolio's  shareholders to lose
money  or  receive  taxable  income.  However,  the  Portfolio  will  invest  in
derivatives  only  when  these   securities  are  judged   consistent  with  the
Portfolio's  objective  of  maintaining  a stable $1 share  price and  producing
tax-exempt income.

   The Insured  Long-Term  Portfolio may invest in bond (interest  rate) futures
and  options  contracts  and  other  types of  derivatives.  Losses  (or  gains)
involving  futures can  sometimes be  substantial--in  part because a relatively
small  price  movement  in a futures  contract  may result in an  immediate  and
substantial  loss (or gain) for a portfolio.  The  Portfolio  will keep separate
cash  reserves  or  other  liquid  portfolio  securities  in the  amount  of the
obligation  underlying the futures  contract.  Only a limited  percentage of the
Portfolio's  assets--5%--may  be applied toward the deposits required on futures
contracts,  and the  value  of all  futures  contracts  in which  the  Portfolio
acquires an interest cannot exceed 20% of the Portfolio's total assets.

                             PLAIN TALK ABOUT
                                DERIVATIVES

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

o  To keep cash on hand to meet  shareholder  redemptions  or other  needs while
   simulating full investment in bonds.

o  To reduce the  Portfolio's  transaction  costs by buying  futures  instead of
   actual bonds.

o  To add value to the Portfolio by buying futures  instead of actual bonds when
   futures are cheaper.

   The  Insured  Long-Term  Portfolio  will  not use  futures  and  options  for
speculative  purposes  or as  leveraged  investments  that  magnify the gains or
losses of an investment.

   The Statement of Additional  Information offers a detailed explanation of the
other types of derivatives in which the Portfolios may invest.

   The Insured Long-Term  Portfolio will usually hold only a small percentage of
its assets in cash reserves,  although if the investment  adviser  believes that
market conditions warrant a temporary defensive measure,  the Portfolio may hold
cash reserves without limit.

   In  addition,  either  Portfolio  may  purchase  tax-exempt  securities  on a
"when-issued"  basis. With "when-issued"  securities,  a portfolio agrees to buy
securities at a certain price, even if the market price of the securities at the
time of delivery is higher or lower than the agreed-upon purchase price.
    
                                       11
<PAGE>

INVESTMENT LIMITATIONS

The Portfolios have adopted  limitations on some of their  investment  policies.
Some of these limitations are that each Portfolio will not:

o  Invest  more than 25% of its  assets in the  securities  of a single  issuer,
   except the U.S. government and cash reserves.

o  Invest  more than 50% of its assets in bonds that make up more than 5% of the
   Portfolio's total assets.

o  Borrow  money,  except for  temporary or emergency  purposes in an amount not
   exceeding  10%  of its  net  assets.  Whenever  the  Portfolio's  outstanding
   borrowing is more than 5% of its net assets, it will stop making investments

   A complete list of the Portfolios' investment limitations can be found in the
Statement of Additional  Information.  These limitations are fundamental and may
be changed only by approval of a majority of a Portfolio's shareholders.

INVESTMENT PERFORMANCE

The  Portfolios of Vanguard Ohio Tax-Free Fund invest in bonds with a variety of
maturities from a variety of issuers in Ohio, so their  performance  will differ
depending on the  performance  of specific bond market  segments.  Historically,
changes in interest rates have been--and remain--the strongest influence on bond
market performance.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
                      FOR PERIODS ENDED NOVEMBER 30, 1997
- --------------------------------------------------------------------------------
                                                                      SINCE
                                               1 YEAR     5 YEARS  INCEPTION*
- --------------------------------------------------------------------------------
<S>                                            <C>        <C>      <C>

Ohio Money Market Portfolio                     3.5%        3.1%       3.5%
Lipper Ohio Tax-Exempt Money
         Market Average                         3.2         2.9        3.3
- --------------------------------------------------------------------------------
Ohio Insured Long-Term Portfolio                6.3%        7.1%       8.3%
Lipper Ohio Tax-Exempt Municipal
         Bond Average                           6.2         6.6        7.5
- --------------------------------------------------------------------------------
*June 18, 1990.

- --------------------------------------------------------------------------------
</TABLE>

                           PLAIN TALK ABOUT
                           PAST PERFORMANCE

          Whenever you see information on a fund's performance, do not
          consider the figures to be an indication of the  performance
          you could expect by making an  investment in the fund today.
          The past is an imperfect  guide to the future;  history does
          not repeat itself in neat, predictable patterns.

   The results  shown above  represent  the  Portfolios'  "average  annual total
return"  performance,  which assumes that any distributions of capital gains and
dividends  were  reinvested  for  the  indicated   periods.   Also  included  is
comparative information for each Portfolio's unmanaged benchmark index.

                                       12
<PAGE>

SHARE PRICE

Each Portfolio's share price,  called its net asset value, or NAV, is calculated
each business day after the close of trading  (generally 4 p.m. Eastern time) of
the New York Stock  Exchange.  The net asset  value per share is  calculated  by
adding up the total assets of the Portfolio, subtracting all of its liabilities,
or debts, and then dividing by the total number of Portfolio shares outstanding:

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

   The daily net asset value is useful to you as a shareholder  because the NAV,
multiplied  by the  number of  Portfolio  shares  you own,  gives you the dollar
amount  you would  have  received  had you sold all of your  shares  back to the
Portfolio that day.

   The  Insured  Long-Term  Portfolio's  share  price can be found  daily in the
mutual  fund  listings  of most major  newspapers  under the  heading  "Vanguard
Funds."  Different  newspapers use different  abbreviations  of the  Portfolio's
name,  but the most common is OHINSLT.  The Money  Market  Portfolio  is listed,
along with other money market funds,  separately  from other mutual  funds;  its
abbreviation   is  VANGOH.   The  Money  Market   Portfolio's   share  price  is
expected--although not guaranteed--to remain at a constant $1.

                               PLAIN TALK ABOUT
                                 DISTRIBUTIONS

          As a  shareholder,  you  are  entitled  to your  share  of a
          portfolio's  income from interest and  dividends,  and gains
          from the sale of  investments.  You receive such earnings as
          either  income  dividends  or capital  gains  distributions.
          Income dividends come from interest the portfolio earns from
          its money  market and bond  investments.  Capital  gains are
          realized  whenever the portfolio sells securities for higher
          prices than it paid for them. These capital gains are either
          short-term  or long-term  depending on whether the portfolio
          held the securities for less than or more than one year.

DIVIDENDS, CAPITAL GAINS, AND TAXES

The  Portfolios'  dividends  accrue  daily.  On the first  business day of every
month, the Portfolios  distribute to shareholders  virtually all of their income
from  interest  and  dividends  as  dividend   distributions.   These   dividend
distributions are expected to be free from federal,  Ohio personal,  and (to the
extent  relevant)  municipal  income taxes.  Any capital gains realized from the
sale of  securities  are  distributed  annually in  December.  You can choose to
receive your  distributions  of income and capital gains (or of income alone) in
cash,  or you  can  have  them  automatically  invested  in more  shares  of the
Portfolio.  In either case,  distributions  of capital gains (but not dividends)
are taxable to you. It is important to note that  distributions of capital gains
(but not dividends) that are declared in December--if  paid to you by the end of
January--are  taxed as if they had been paid to you in December.  Vanguard  will
send you a statement each year showing the tax status of all your distributions.

o  The short-term  capital gains that you receive are taxable to you as ordinary
   dividend  income for federal income tax purposes.  Any  distributions  of net
   long-term  capital  gains by a  Portfolio  are  taxable  to you as  long-term
   capital  gains,  no matter how long  you've  owned  shares in the  Portfolio.
   Long-term capital gains may be taxed at different rates depending on how long
   the Portfolio  held the  securities.  Although the  Portfolios do not seek to
   realize any particular  amount of capital gains during a year, such gains are
   realized  from  time  to  time  as  by-products  of the  ordinary  investment
   activities of the Portfolios.


                                 PLAIN TALK ABOUT
                             "BUYING A CAPITAL GAIN"

          It is not to your  advantage  to buy  shares of a  portfolio
          shortly  before  it  makes  a  capital  gains  distribution,
          because part of your  investment  will come back to you as a
          taxable  distribution.  This is known as  "buying  a capital
          gain." For  example:  on  December  15,  you invest  $5,000,
          buying  250  shares for $20 each.  If the  portfolio  pays a
          capital gains  distribution  of $1 per share on December 16,
          its  share  price  would  drop to $19 (not  counting  market
          change).  You would still have only $5,000 (250 shares x $19
          = $4,750  in  share  value,  plus 250  shares x $1 = $250 in
          capital gains  distributions),  but you would owe tax on the
          $250 capital gain you received,  even if you had  reinvested
          it in more shares.  To avoid  "buying a capital  gain" check
          the portfolio's distribution schedule before you invest.

                                       13
<PAGE>

o  If you sell or exchange shares of a Portfolio, any gain or loss you have is a
   taxable  event,  which  means  that you may have a capital  gain to report as
   income,  or a capital loss to report as a deduction,  when you complete  your
   federal income tax return.

o  Distributions of capital gains, and capital gains or losses from your sale or
   exchange of Portfolio shares,  may be subject to state and local income taxes
   as well.

   The tax  information in this  prospectus is provided as general  information.
You should consult your tax adviser about the tax  consequences of an investment
in either of the Portfolios.

THE PORTFOLIOS AND VANGUARD
   
The Portfolios of Vanguard Ohio Tax-Free Fund are members of The Vanguard Group,
a family  of more  than 30  investment  companies  with  more  than 95  distinct
investment portfolios and total net assets of more than $350 billion. All of the
Vanguard funds share in the expenses associated with business  operations,  such
as personnel, office space, equipment, and advertising.

   Vanguard also provides marketing services to the funds. Although shareholders
do not pay  sales  commissions  or 12b-1  marketing  fees,  each  fund  pays its
allocated share of The Vanguard Group's costs.

   A list of the Fund's Trustees and officers,  and their present  positions and
principal  occupations during the past five years, can be found in the Statement
of Additional Information.
    
                                PLAIN TALK ABOUT
                       VANGUARD'S UNIQUE CORPORATE STRUCTURE

          The Vanguard  Group,  Inc.,  is the only MUTUAL  mutual fund
          company.   It is owned  jointly by the funds it oversees and
          by the  shareholders in those funds.  Other mutual funds are
          operated  by  for-profit  management  companies  that may be
          owned  by one  person,  by a  group  of  individuals,  or by
          investors  who  bought  the  management  company's  publicly
          traded stock.  Because of its structure,  Vanguard  operates
          its funds at cost.  Instead  of  distributing  profits  from
          operations  to  a  separate  management  company,   Vanguard
          returns  profits to fund  shareholders  in the form of lower
          operating expenses.

                                       14
<PAGE>

INVESTMENT ADVISER

Vanguard Fixed Income Group,  P.O. Box 2600,  Valley Forge,  PA 19482,  provides
investment advisory services to the Portfolios of Vanguard Ohio Tax-Free Fund on
an at-cost  basis,  subject to the control of the  Trustees  and officers of the
Fund.

   The Fixed Income Group chooses  brokers or dealers to handle the purchase and
sale of the  Portfolios'  securities,  and is  responsible  for getting the best
available  price and most  favorable  execution for all  transactions.  When the
Portfolios  purchase a newly  issued  security at a fixed  price,  the Group may
designate certain members of the underwriting  syndicate to receive compensation
associated  with  that  transaction.  Certain  dealers  have  agreed to rebate a
portion  of  such  compensation  directly  to the  Portfolios  to  offset  their
management expenses.

                                PLAIN TALK ABOUT
                               THE FUND'S ADVISER

          Vanguard Fixed Income Group currently manages more than $100
          billion in assets and provides  investment advisory services
          on an at-cost basis to more than 40 Vanguard Portfolios. The
          managers  responsible  for the Fund are:

          IAN A. MACKINNON,  Managing Director of Vanguard; has worked
          in investment management since 1974; primary  responsibility
          for  Vanguard's  internal  fixed-income  policy and strategy
          since 1981; B.A.,  Lafayette College,  M.B.A.,  Pennsylvania
          State University.


          JOHN M. CARBONE, Principal of Vanguard and, since 1996,
          Portfolio Manager of the Money Market Portfolio;  has worked
          in investment  management since 1986; B.S.,  Babson College,
          M.B.A.,  Southern  Methodist  University.

          DANINE  MUELLER,  Principal  of  Vanguard  and,  since 1996,
          Portfolio  Manager of the Insured Long-Term  Portfolio;  has
          worked in investment  management since 1985; B.S., Villanova
          University.

GENERAL INFORMATION

Vanguard Ohio Tax-Free Fund is a Pennsylvania  business  trust.  Shareholders of
the Fund's  Portfolios  have rights and  privileges  similar to those enjoyed by
other  corporate  and trust  shareholders.  If any matters are to be voted on by
shareholders  (such as a change in a  fundamental  investment  objective  or the
election of Trustees), each share outstanding at that point would be entitled to
one vote.  Annual meetings will not be held by the Portfolios except as required
by the  Investment  Company Act of 1940.  A meeting will be scheduled to vote on
the removal of a Trustee if the holders of at least 10% of a Portfolio's  shares
request a meeting in writing.

   "Standard & Poor's 500," "S&P 500(R)," "Standard & Poor's(R),"  "S&P(R)," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

                                       15
<PAGE>

INVESTING WITH VANGUARD

Are you looking for the most  convenient  way to open or add money to a Vanguard
account?  Obtain instant access to fund information?  Establish an account for a
minor child?

   Vanguard  can help.  Our goal is to make it easy and  pleasant  for you to do
business with us.

   The following sections of the prospectus briefly explain the many services we
offer you as a  shareholder  of one of the  Portfolios of Vanguard Ohio Tax-Free
Fund.  Booklets  providing  detailed  information  are available on the services
marked with a [BOOK]. Please call us to request copies.

SERVICES AND ACCOUNT FEATURES

   Vanguard  offers many  services  that make it  convenient  to buy,  sell,  or
exchange shares.

TELEPHONE REDEMPTIONS              Automatically  set up for  each
(SALES AND EXCHANGES)              Portfolio unless you notify us otherwise.

CHECKWRITING                       Method for drawing money from your
                                   account by writing a checkwriting draft for
                                   $250 or more.

VANGUARD DIRECT DEPOSIT            Automatic method for depositing your paycheck
SERVICE (TM)                       or U.S. government payment (including Social
[BOOK]                             Security and government pension checks) into
                                   your account.

VANGUARD AUTOMATIC                 Automatic method for moving a fixed amount of
EXCHANGE SERVICE (SM)              money from one Vanguard fund account to
                                   another.*

VANGUARD FUND EXPRESS (R)          Electronic method for buying or selling
[BOOK]                             shares. You can transfer money between your
                                   Vanguard fund account and an account at your
                                   bank, savings and loan, or credit union on a
                                   systematic schedule or whenever you wish.*

VANGUARD DIVIDEND EXPRESS (SM)     Electronic method for transferring dividend
[BOOK]                             and/or capital gains distributions directly
                                   from your Vanguard fund account to your bank,
                                   savings and loan, or credit union account.

VANGUARD BROKERAGE SERVICES (VBS)  A cost-effective way to trade stocks, bonds,
[BOOK]                             and options on major exchanges, Nasdaq, and
                                   other domestic over-the-counter markets at
                                   reduced rates, and to buy and sell shares of
                                   non-Vanguard mutual funds. Call VBS
                                   (1-800-992-8327) for additional information
                                   and the appropriate forms.

*Can be used to "dollar-cost average" [BOOK].

                                       16
<PAGE>

TYPES OF ACCOUNTS

INDIVIDUAL OR OTHER ENTITY

Vanguard's  account  registration  form can be used to  establish  a variety  of
accounts.

FOR ONE OR MORE PEOPLE             To open an account in the name of one
                                   (individual) or more (joint tenants) people.
                                   $3,000 minimum initial investment.

FOR A MINOR CHILD                  To open an account as an UGMA/UTMA (Uniform
[BOOK]                             Gifts/Transfers to Minors Act). Age of
                                   majority and other requirements are set by
                                   state law. $1,000 minimum initial investment.

FOR HOLDING TRUST ASSETS           To invest assets held in an existing trust.
[BOOK]                             $3,000 minimum initial investment.

FOR AN ORGANIZATION                To open an account as a corporation,
                                   partnership, or other entity. These accounts
                                   may require a corporate resolution or other
                                   documents to name the individuals authorized
                                   to act. $3,000 minimum initial investment.

DISTRIBUTION OPTIONS

You can receive  distributions  of dividends and/or capital gains in a number of
ways:

REINVESTMENT                       Dividends and capital gains are automatically
                                   reinvested in additional shares of the
                                   Portfolio, unless you request a different
                                   distribution method.

DIVIDENDS IN CASH                  Dividends are paid by check and mailed to
                                   your account's address of record, and
                                   capital gains are reinvested in additional
                                   shares of the Portfolio.

CAPITAL GAINS IN CASH              Capital gains distributions are paid by
                                   check and mailed to your account's address
                                   of record, and dividends are reinvested in
                                   additional shares of the Portfolio.

DIVIDENDS AND CAPITAL GAINS        Both dividends and capital gains
IN CASH                            distributions are paid by check and mailed
                                   to your account's address of record.

To  electronically  transfer cash  dividends  and/or capital gains to your bank,
savings and loan, or credit union account,  see Vanguard  Dividend Express under
"Services and Account Features."

If you have elected to receive  dividend and/or capital gains  distributions  in
cash,  but the Postal  Service  is unable to make  delivery  to your  address of
record,  your distribution  option will be changed to reinvestment.  No interest
will accrue on amounts represented by uncashed distribution checks.

                                       17
<PAGE>

BUYING SHARES

If we receive your check (or electronic transfer) by the close of trading on the
New York Stock Exchange  (generally 4 p.m.  Eastern time) on a regular  business
day, your  investment in the Insured  Long-Term  Portfolio  will be converted to
federal  funds and credited to your  account at that day's  closing  price,  the
next-determined  net asset  value.  You will  begin  earning  dividends  on your
investment  the  following  calendar  day.  (Federal  funds are Federal  Reserve
deposits that banks and other financial  institutions  "borrow" from one another
to meet short-term cash needs;  portfolio advisers must use federal funds to pay
for the securities they buy.)

   Your  investment  in the Money  Market  Portfolio  will also be  converted to
federal funds and credited to your account;  however,  the conversion to federal
funds for Money Market Portfolio  investments takes one business day. Because of
this conversion period,  your Money Market Portfolio account will be credited on
the business day following the day we receive your check. You will begin earning
dividends on your  investment  on the next  calendar  day.  For  example,  if we
receive your check before the close of trading on the New York Stock Exchange on
a Thursday, your account will be credited the next business day (Friday) and you
will begin earning dividends on Saturday.

   Each of the Fund's Portfolios is offered on a no-load basis, meaning that you
do not pay sales commissions or 12b-1 marketing fees.

<TABLE>

                         OPEN A NEW ACCOUNT           ADD TO AN EXISTING ACCOUNT
<S>                      <C>                          <C>

MINIMUM INVESTMENT       $3,000 (regular account);    $100 by mail or exchange;
                         $1,000 (custodial accounts   $1,000 by wire.
   
BY MAIL                  Complete and sign the        Mail your check with an
[ENVELOPE]               application form.            Invest-By-Mail form
FIRST-CLASS MAIL TO:                                  detached from your
The Vanguard Group                                    confirmation statement to
P.O. Box 2600                                         the address listed on the
Valley Forge, PA 19482-2600                           form.
EXPRESS or REGISTERED
mail to:
The Vanguard Group       Make your check payable      Make your check payable
455 Devon Park Drive     to: The Vanguard Group--     to: The Vanguard Group--
Wayne, PA 19087-1815     (insert appropriate          (insert appropriate 
                         PortfolioNumber, see         Portfolio Number, see
                         below)                       below)
                         Money Market      96         Money Market      96
                         Insured Long-Term 97         Insured Long-Term 97
                         All purchases must be        All purchases must be
                         made in U.S. dollars, and    made in U.S. dollars, and
                         checks must be drawn on      checks must be drawn on
                         U.S. banks.                  U.S. banks.
</TABLE>
    
IMPORTANT  NOTE:  To prevent  check fraud,  Vanguard will not accept checks made
payable to third parties.

                                       18
<PAGE>
BUYING SHARES (continued)
<TABLE>
<CAPTION>
<S>                      <C>                          <C>

BY TELEPHONE             Call Vanguard Tele-          Call Vanguard Tele-
[PHONE]                  Account* 24 hours a          Account* 24 hours a
1-800-662-6273           day--or Client Services      day--or Client Services
Vanguard Tele-Account(R) during business hours--      during business hours--
1-800-662-2739           to exchange from another     to exchange from another
Client Services          Vanguard fund account        Vanguard fund account
                         with the same registration   with the same registration
                         (name, address, taxpayer     (name, address, taxpayer
                         I.D., and account type).     I.D., and account type).

                                                      Use Vanguard Fund Express
                                                      (see "Services and Account
                                                      Features") to transfer
                                                      assets from your bank
                                                      account. Call Client
                                                      Services before your first
                                                      use to verify that this
                                                      option is in place.

                         *You must obtain a Personal Identification Number
                         through Tele-Account at least seven days before you
                         request your first exchange.
</TABLE>

FOR THE MONEY MARKET  PORTFOLIO  ONLY:  If you buy Portfolio  shares  through an
exchange  from  another  Vanguard  fund by the close of  trading on the New York
Stock Exchange,  your investment does not have to be converted to federal funds;
you begin earning dividends the next calendar day.

IMPORTANT  NOTE:  Once a telephone  transaction  has been  approved by you and a
confirmation  number  assigned,  it cannot be  revoked.  We reserve the right to
refuse any purchase.
<TABLE>
<CAPTION>
<S>                      <C>                          <C>

BY WIRE                  Call Client Services to      Call Client Services to
[WIRE]                   arrange your wire            arrange your wire
Wire to:                 transaction.                 transaction.
CoreStates Bank, N.A.
ABA 031000011
CoreStates No. 0141 1274
[Temporary Account Number]
Vanguard Ohio Tax-Free Fund
[Portfolio Name]
[Account Registration]
Attention: Vanguard
</TABLE>



FOR THE MONEY MARKET  PORTFOLIO  ONLY:  If you buy  Portfolio  shares  through a
federal funds wire, your investment  begins earning  dividends the next calendar
day. You can begin earning dividends immediately if you notify Vanguard by 10:45
a.m. Eastern time that you intend to make a wire purchase that day.
<TABLE>
<CAPTION>
<S>                      <C>                          <C>

AUTOMATICALLY            -                            Vanguard offers a variety
[CIRCLE OF ARROWS]                                    of ways that you can add
                                                      to your account
                                                      automatically. See
                                                      "Services and Account
                                                      Features."
</TABLE>

You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.

IMPORTANT NOTE: If you buy Portfolio  shares through a registered  broker/dealer
or investment  adviser,  the  broker/dealer  or adviser may charge you a service
fee.

                                       19
<PAGE>

BUYING SHARES (continued)

   It is  important  that you call  Vanguard  before you  invest a large  dollar
amount  by wire or  check.  We must  consider  the  interests  of all  Portfolio
shareholders  and so reserve the right to delay or refuse any purchase that will
disrupt the Portfolio's operation or performance.

REDEEMING SHARES

IMPORTANT TAX NOTE:  Any sale or exchange of Portfolio  shares could result in a
taxable gain or a loss.  However,  because the Money Market  Portfolio  seeks to
maintain a stable net asset value of $1 per share,  you will not incur a taxable
gain or loss when you sell or exchange shares of this Portfolio.

   The  ability  to  redeem  (that is,  sell or  exchange)  Portfolio  shares by
telephone is  automatically  established  for your account unless you tell us in
writing that you do not want this option.

   To  protect  your  account  from   unauthorized   or   fraudulent   telephone
instructions,  Vanguard follows specific security procedures.  When we receive a
call requesting an account transaction, we require the caller to provide:

[X] Portfolio name.

[X] 10-digit account number.

[X] Name and address exactly as registered on that account.

[X] Social  Security  or employer  identification  number as  registered on that
    account.

   If you call to sell shares, the sale proceeds will be made payable to you, as
the registered shareholder, and mailed to your account's address of record.

   If we follow  reasonable  security  procedures,  neither the  Portfolios  nor
Vanguard will be responsible for the  authenticity  of transaction  instructions
received by telephone. We believe that these procedures are reasonable and that,
if we follow them, you bear the risk of any losses  resulting from  unauthorized
or fraudulent telephone transactions on your account.

HOW TO SELL SHARES
   
You may withdraw any part of your account, at any time, by selling shares.

   One way to sell shares is the checkwriting  option  (established when you set
up your account or by completing a  Checkwriting  Signature  Form,  which can be
ordered by calling Client Services).  Your personalized  Vanguard checks work in
much the same way as bank checks,  except that  Vanguard  checks are  considered
drafts and cannot be cashed  immediately  like a bank check.  You cannot write a
Vanguard  check to redeem shares that you purchased by check within the previous
ten calendar days.

   When you sell shares by telephone or mail,  sale proceeds are normally mailed
within two business days after Vanguard receives your request. The sale price of
your  shares  will be the  Portfolio's  next-determined  net asset  value  after
Vanguard  receives your request in good order. 

   Good order means that the request includes:

[X] Portfolio name and account  number.

[X] Amount of the transaction (in dollars or shares).

[X] Signatures of all owners exactly as registered on the account.

[X] Signature guarantees (if required).

[X] Any supporting legal documentation that may be required.

[X] Any certificates you are holding for the account.
    

                                       20
<PAGE>

REDEEMING SHARES (continued)

   Sales or  exchange  requests  received  after the close of trading on the New
York Stock  Exchange  (generally 4 p.m.  Eastern  time) are  processed  the next
business  day.  No  interest  will  accrue on amounts  represented  by  uncashed
redemption  checks.  The  Portfolio  will not cancel any trade (e.g.,  purchase,
redemption,  or exchange)  believed to be authentic,  once the trade request has
been received in writing or by telephone.

   The  Portfolios  reserve the right to close any account  whose  balance falls
below the minimum  initial  investment.  The Portfolios will deduct a $10 annual
fee in either June or December if your account  balance falls below $2,500 or if
your UGMA/UTMA account balance falls below $500. The fee is waived if your total
Vanguard account assets are $50,000 or more.

Some written  requests  require a signature  guarantee from a bank,  broker,  or
other  acceptable  financial  institution.  A notary  public  cannot  provide  a
signature guarantee.

HOW TO EXCHANGE SHARES

An exchange is the selling of shares of one Vanguard fund to purchase  shares of
another.

   Although we make every effort to maintain the  exchange  privilege,  Vanguard
reserves the right to revise or  terminate  the  exchange  privilege,  limit the
amount of an exchange, or reject any exchange, at any time, without notice.

   Because  excessive  exchanges can  potentially  disrupt the management of the
Portfolios and increase transaction costs,  Vanguard limits exchange activity to
TWO  SUBSTANTIVE  EXCHANGE  REDEMPTIONS  (at  least  30 days  apart)  from  each
Portfolio  (except  the Money  Market  Portfolio)  during any  12-month  period.
"Substantive"  means  either a dollar  amount or a series of  movements  between
Vanguard funds that Vanguard determines,  in its sole discretion,  could have an
adverse impact on the management of the Portfolio.

   Before you exchange into a new Vanguard fund, be sure to read its prospectus.
For a  copy  and  for  answers  to  questions  you  might  have,  call  Investor
Information.

                                       21
<PAGE>
REDEEMING SHARES (continued)
<TABLE>
<CAPTION>

SELLING OR EXCHANGING SHARES       INSTRUCTIONS
<S>                                <C>
By Telephone                       Call Vanguard Tele-Account* 24 hours a day--
[PHONE]                            or Client Services during business hours--to
1-800-662-6273                     sell or exchange shares. You can exchange
Vanguard Tele-Account              shares from either Portfolio to open an
1-800-662-2739                     account in another Vanguard fund or to add
Client Services                    to an existing Vanguard fund account with an
                                   identical registration.

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

BY MAIL                            Send a letter of instruction signed by all
[ENVELOPE]                         registered account holders. Include the
FIRST-CLASS mail to:               portfolio name and account number and
The Vanguard Group                 (if you are selling) a dollar amount or
Vanguard Ohio                      number of shares OR (if you are exchanging)
Tax-Free Fund                      the name of the fund you want to exchange
P.O. Box 1120                      into and a dollar amount or number of shares.
Valley Forge, PA 19482-1120        To exchange into an account with a different
EXPRESS or REGISTERED mail to:     registration (including a different name,
The Vanguard Group                 address, or taxpayer identification number),
Vanguard Ohio                      you must provide Vanguard with written
Tax-Free Fund                      instructions that include the guaranteed
455 Devon Park Drive               signatures of all current account owners.
Wayne, PA 19087-1815

Exchanging Shares Online           You may use your personal computer to
[COMPUTER]                         exchange  shares of most Vanguard funds by
                                   accessing our website (www.vanguard.com).
                                   To establish this service for your account,
                                   you must first register through the website.
                                   We will then send to you, by mail, an account
                                   access password that will enable you to make
                                   online exchanges.

                                   The Vanguard funds that you cannot purchase
                                   or sell through online exchange are VANGUARD
                                   INDEX TRUST, VANGUARD BALANCED INDEX FUND,
                                   VANGUARD INTERNATIONAL EQUITY INDEX FUND,
                                   VANGUARD REIT INDEX PORTFOLIO, VANGUARD TOTAL
                                   INTERNATIONAL PORTFOLIO, AND VANGUARD GROWTH
                                   AND INCOME PORTFOLIO (formerly known as
                                   Vanguard Quantitative Portfolios). These
                                   funds do permit online exchanges within IRAs
                                   and other retirement accounts.

BY CHECK                           You can sell shares by writing a
[CHECK]                            checkwriting draft for $250 or more.

AUTOMATICALLY                      Vanguard offers several ways to sell or
[CIRCLE OF ARROWS]                 exchange shares automatically (see "Services
                                   and Account Features"). Call Investor
                                   Information for the appropriate booklet and
                                   application if you did not elect this feature
                                   when you opened your account.
</TABLE>

It is important that you call Vanguard  before you redeem a large dollar amount.
We must consider the interests of all Portfolio  shareholders and so reserve the
right to delay delivery of your  redemption  proceeds--up  to seven days--if the
amount will disrupt the Portfolio's operation or performance.

                                       22
<PAGE>

                        A NOTE ON UNUSUAL CIRCUMSTANCES

Vanguard  reserves the right to revise or  terminate  the  telephone  redemption
privilege at any time,  without notice.  In addition,  Vanguard can stop selling
shares or postpone  payment at times when the New York Stock  Exchange is closed
or under any emergency  circumstances  as determined by the U.S.  Securities and
Exchange Commission.  If you experience difficulty making a telephone redemption
during  periods  of  drastic  economic  or market  change,  you can send us your
request  by  regular or express  mail.  Follow  the  instructions  on selling or
exchanging shares by mail in the "Redeeming Shares" section.

TRANSFERRING REGISTRATION
HOW TO TRANSFER SHARES
   
You may transfer the  registration  of any of your  Portfolio  shares to another
owner by  completing  a transfer  form and  sending it to: The  Vanguard  Group,
Attention:    Transfer   Department,   P.O.   Box   1110,   Valley   Forge,   PA
19482-1110.
    
PORTFOLIO AND ACCOUNT UPDATES
STATEMENTS AND REPORTS

We will send you clear,  concise  account  and tax  statements  to help you keep
track  of your  Portfolio  account  throughout  the year as well as when you are
preparing your income tax returns.

   In addition,  you will receive financial reports about each Portfolio twice a
year.  These  comprehensive  reports  include an assessment of each  Portfolio's
performance (and a comparison with its industry  benchmark),  an overview of the
markets, a report from the adviser, a listing of the Portfolio's  holdings,  and
other financial statements.

                                       23
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>

CONFIRMATION STATEMENT             Sent each time you buy, sell, or exchange
                                   shares; confirms the trade date and the
                                   amount of your transaction.

PORTFOLIO SUMMARY                  Mailed quarterly; shows the market value of
[BOOK]                             your account at the close of the statement
                                   period, as well as distributions, purchases,
                                   sales, and exchanges for the current calendar
                                   year.

FUND FINANCIAL REPORTS             Mailed in January and July for each
                                   Portfolio.

TAX STATEMENTS                     Generally mailed in January; report previous
                                   year's taxable distributions and proceeds
                                   from the sale of Portfolio shares.

AVERAGE COST STATEMENT             Issued quarterly for most taxable accounts
[BOOK]                             (accompanies your Portfolio Summary); shows
                                   the average cost of shares that you redeemed
                                   during the calendar year, using the average-
                                   cost single-category method.

CHECKWRITING STATEMENT             Sent monthly to shareholders using Vanguard's
                                   checkwriting option. Our clear, easy-to-use
                                   statement provides images of the front and
                                   back of each checkwriting draft paid in the
                                   previous month. This consolidated statement
                                   is sent instead of the original canceled
                                   drafts, which will not be returned.

AUTOMATED TELEPHONE ACCESS

VANGUARD TELE-ACCOUNT              Toll-free access to Vanguard fund and account
1-800-662-6273                     information--as well as some transactions--
Any time, seven days a week,       through any Touch-Tone (TM) telephone. Tele-
from anywhere in the continental   Account provides total return, share price,
United States and Canada.          price change, and yield quotations for all
[BOOK]                             Vanguard funds; gives your account balances
                                   and history (e.g., last transaction, latest
                                   dividend distribution, redemptions by check
                                   during the last three months); and allows
                                   you to sell fund shares.

COMPUTER ACCESS

VANGUARD ONLINE(R)                 Use your personal computer to learn more
www.vanguard.com                   about Vanguard's funds and services; keep in
                                   touch with your Vanguard accounts; map out a
                                   long-term investment strategy; initiate
                                   certain transactions; and ask questions, make
                                   suggestions, and send messages to Vanguard.

                                   Our education-oriented website provides
                                   timely news and information about Vanguard's
                                   funds and services; an online "university"
                                   that offers a variety of mutual fund classes;
                                   and easy-to-use, interactive tools to help
                                   you create your own investment and retirement
                                   strategies.
</TABLE>
                                       24
<PAGE>

GLOSSARY OF INVESTMENT TERMS

ALTERNATIVE MINIMUM TAX (AMT)

A separate tax system designed to ensure that individuals pay at least a minimum
amount  of  federal  income  taxes.  Certain  securities  used to fund  private,
for-profit activities are subject to AMT.

BOND

A debt security (IOU) issued by a corporation,  government, or government agency
in exchange for the money you lend it. In most  instances,  the issuer agrees to
pay back the loan by a specific date and to make regular interest payments until
that date.

CAPITAL GAINS DISTRIBUTION

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

CASH RESERVES

Cash deposits as well as short-term  bank  deposits,  money market  instruments,
U.S. Treasury bills, bank certificates of deposit (CDs),  repurchase agreements,
commercial paper,and banker's acceptances.

DIVIDEND INCOME

Payment to shareholders of net income from interest or dividends  generated by a
fund's investments.

DURATION

A measure of the  sensitivity  of bond--and bond  fund--prices  to interest rate
movements.  For example,  if a bond has a duration of two years, its price would
fall by about 2% when interest rates rose 1 percentage point. On the other hand,
the bond's price would rise by about 2% when interest rates fell by 1 percentage
point.

EXPENSE RATIO

The  percentage  of a fund's  average net assets used to pay its  expenses.  The
expense ratio  includes  management  fees,  administrative  fees,  and any 12b-1
marketing fees.

FACE VALUE

The amount to be paid at maturity of a bond; the par value or principal.

FIXED-INCOME SECURITIES

Investments,  such as bonds, that have a fixed payment schedule. While the level
of income  offered  by these  securities  is  predetermined,  their  prices  may
fluctuate.

INSURED BONDS

Bonds  whose  payments  of both  principal  and  interest  are  guaranteed.  The
insurance  does not  guarantee  the value of the bonds,  only that bond payments
will be made in a timely fashion.
       

INVESTMENT GRADE

Bonds whose credit quality is considered by independent  bond-rating agencies to
be among the highest.

MATURITY

The date when a bond  issuer  agrees to return  the  bond's  principal,  or face
value, to the bond's buyer.

MUNICIPAL BOND

A bond issued by a state or local  government.  Dividend  income from  municipal
bonds is generally free from federal income taxes, as well as taxes in the state
in which it was issued.

NET ASSET VALUE (NAV)

The market value of a mutual fund's total assets, minus liabilities,  divided by
the  number of shares  outstanding.  The value of a single  share is called  its
share value or share price.

       

TOTAL RETURN

A percentage change,  over a specified time period, in a mutual fund's net asset
value,  with the ending net asset value adjusted to account for the reinvestment
of all distributions of dividends and capital gains.

VOLATILITY

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

YIELD

Current income (interest or dividends)  earned by an investment,  expressed as a
percentage of the investment's price.
<PAGE>
[VANGUARD LOGO]
Post Office Box 2600
Valley Forge, PA 19482
<TABLE>
<CAPTION>                                            
<S>                        <C>                       <C>
INVESTOR                   VANGUARD BROKERAGE         ELECTRONIC ACCESS TO THE
INFORMATION                SERVICES                   VANGUARD MUTUAL FUND
DEPARTMENT                 1-800-992-8327             EDUCATION AND INFORMATION
1-800-662-7447 (SHIP)      For information on         CENTER
Text Telephone:            trading stocks, bonds,     World Wide Web
1-800-952-3335             and options at             www.vanguard.com
For information on our     reduced commissions        
funds, fund services,                                 E-mail
and retirement accounts;   VANGUARD TELE-ACCOUNT(R)   [email protected]
requests for literature    1-800-662-6273 (ON-BOARD)
                           For 24-hour automated
CLIENT SERVICES            access to price and
DEPARTMENT                 yield, information on
1-800-662-2739 (CREW)      your account, and
Text Telephone:            certain transactions
1-800-662-2738

For information on your
account, account
transactions, and account
statements
</TABLE>



(C) 1998 Vanguard Marketing
Corporation, Distributor

P096N

<PAGE>

                                     PART B

                        VANGUARD CALIFORNIA TAX-FREE FUND

                     VANGUARD FLORIDA INSURED TAX-FREE FUND

                        VANGUARD NEW JERSEY TAX-FREE FUND

                         VANGUARD NEW YORK TAX-FREE FUND

                           VANGUARD OHIO TAX-FREE FUND

                       VANGUARD PENNSYLVANIA TAX-FREE FUND

             (COLLECTIVELY THE "Funds" and Individually the "Fund")

                                 March 27, 1998

   This  Statement of Additional  Information  is not a prospectus but should be
read in conjunction with the appropriate  Fund's current  Prospectus dated March
27, 1998. To obtain this Prospectus, please call:

                   Vanguard's Investor Information Department

                                 1-800-662-7447

                             TABLE OF CONTENTS                          Page

Investment Limitations .................................................B-1

Investment Policies ....................................................B-3

Risk Factors ...........................................................B-5

Florida Intangible Personal Property Tax ...............................B-12

Yield and Total Return .................................................B-13

Calculation of Yield ...................................................B-14

Performance Measures ...................................................B-16

Investment Management ..................................................B-18

Portfolio Transactions .................................................B-18

Purchase of Shares .....................................................B-19

Redemption of Shares ...................................................B-19

Share Price ............................................................B-20
   
Management of the Fund .................................................B-21

Description of Shares and Voting Rights ................................B-27

Financial Statements ...................................................B-28

Appendix A - Description of Municipal Bonds and their Ratings ..........B-28
    

   Throughout this Statement of Additional  Information,  "the Fund" is intended
to refer to each Fund listed on the cover page, and "the  Portfolio" is intended
to refer to each Portfolio of each Fund, unless otherwise indicated.


                             INVESTMENT LIMITATIONS

   The following  restrictions  supplement the Fund's investment limitations set
forth in the Prospectus.  Except as indicated otherwise,  these restrictions are
fundamental  policies of each  Portfolio,  which  cannot be changed  without the
approval of a majority  (as defined in the  Investment  Company Act of 1940 (the
"1940 Act")) of the Portfolio's outstanding voting shares.

    
      1. Each  Portfolio  will not invest in  securities  other  than  Municipal
   Securities except that a Portfolio may make temporary  investments in certain
   short-term  taxable  securities  issued  by  or on  behalf  of  municipal  or
   corporate  issuers,  obligations  of the  United  States  Government  and its
   agencies  or  instrumentalities,   commercial  paper,  bank  certificates  of
   deposit, and any such items subject to short-term repurchase agreements;
    
                                      B-1
<PAGE>
      2. Each Portfolio will limit the aggregate  value of all holdings  (except
   U.S.  Government  and cash  items),  as  defined  under  Subchapter  M of the
   Internal  Revenue  Code  (the  "Code"),  each  of  which  exceeds  5% of  the
   Portfolio's total assets, to an aggregate amount of 50% of such assets;

      3. Each Portfolio  will limit the aggregate  value of holdings of a single
   issuer (except U.S.  Government and cash items,  as defined in the Code) to a
   maximum of 25% of the Portfolio's total assets;

      4. Each  Portfolio will not borrow money except for temporary or emergency
   purposes and then only in an amount not exceeding 10% of the value of the net
   assets of that  Portfolio.  The  Portfolio  will repay all  borrowing  before
   making additional  investments.  Interest paid on such borrowings will reduce
   income;

      5. Each Portfolio will not pledge,  mortgage or hypothecate  its assets to
   any  extent  greater  than  10%  of the  value  of the  total  assets  of the
   Portfolio;

      6. Each Portfolio will not issue senior  securities as defined in the 1940
   Act;

      7.  Each  Portfolio  will  not  engage  in the  business  of  underwriting
   securities  issued by other persons,  except to the extent that the Portfolio
   may technically be deemed an underwriter under the Securities Act of 1933, as
   amended, in disposing of portfolio securities;

      8. Each Portfolio  will not purchase or sell real estate,  but this shall
   not  prevent  investments  in  municipal  bonds  secured  by real  estate  or
   interests therein;

      9. Each  Portfolio  will not make  loans to other  persons,  except by the
   purchase of bonds, debentures or similar obligations.  In addition,  although
   the Portfolios  have no present  intention to do so, each Portfolio  reserves
   the right to lend its  investment  securities  to qualified  institutions  in
   accordance with guidelines of the Securities and Exchange Commission;

      10. Each  Portfolio  will not purchase on margin or sell short,  except as
   specified below in Investment Limitation No. 12;

      11.  Each  Portfolio  (with the  exception  of the New York  Money  Market
   Portfolio)  will not  purchase  or  retain  securities  of an issuer if those
   Trustees  of the  Fund,  each  of  whom  owns  more  than  1/2 of 1% of  such
   securities, together own more than 5% of the securities of such issuer;

   
      12. Each  portfolio  will not purchase or sell  commodities or commodities
   contracts,  except that the California Insured Intermediate-Term,  California
   Insured Long-Term,  New Jersey Insured Long-Term, New York Insured Long-Term,
   Ohio Insured Long Term, and Pennsylvania  Insured Long-Term  Portfolios,  and
   the  Vanguard  Florida  Insured  Tax-Free  Fund may  invest  in bond  futures
   contracts,  bond options and options on bond futures  contracts to the extent
   that not more than 5% of a  portfolio's  assets are  required  as deposits on
   futures  contracts  and (with the exception of the florida  insured  tax-free
   fund) not more than 20% of the  portfolio's  assets are  invested  in futures
   contracts and/or options transactions at any time;
    

      13.  Each  Portfolio  will not invest its  assets in  securities  of other
   investment  companies except as they may be part of a merger,  consolidation,
   reorganization or acquisition of assets or otherwise, to the extent permitted
   by Section 12 of the 1940 Act;

      14.  Each  Portfolio  will not  invest in put,  call,  straddle  or spread
   options  (except  as  described  above in  investment  limitation  No. 12) or
   interests in oil, gas or other mineral exploration or development programs;

      15.  Each  Portfolio  (with the  exception  of the New York  Money  Market
   Portfolio,  and the Portfolios of New Jersey Tax-Free Fund) will not purchase
   an  industrial  revenue bond if as a result of such purchase (i) more than 5%
   of the  Portfolio's  total assets,  determined at market value at the time of
   the proposed investment,  would be invested in industrial revenue bonds where
   the payment of principal and interest is the responsibility of a company with
   less than three (3) years'  operating  history,  or (ii) more than 20% of the
   Portfolio's  total  assets,  determined  at  market  value at the time of the
   proposed investment, would be invested in industrial development bonds. These
   restrictions  do not apply to  municipal  obligations  where the  payment  of
   principal and interest is the responsibility of a government or the political
   subdivision of a government; and

   
      16. Each Portfolio will not purchase or otherwise acquire any security, if
   as a result,  more than 15% (10% with respect to the Money Market  Portfolios
   of the Funds) of its net  assets  would be  invested  in  securities that are
   illiquid  (included  in  this  limitation  is the  Fund's  investment  in The
   Vanguard Group, Inc.).
    

                                       B-2
<PAGE>
   The  investment  limitations  set forth above are considered at the time that
investment securities are purchased.  If a percentage  restriction is adhered to
at the time the  investment is made, a later  increase in  percentage  resulting
from a change in the market  value of assets will not  constitute a violation of
such restriction.  Notwithstanding these limitations, each Portfolio 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 (1) wholly
owned by the Fund and one or more other  investment  companies and (2) primarily
engaged in the  business  of  providing,  at cost,  management,  administrative,
distribution  and/or  related  services  to the Fund and such  other  investment
companies.

                               INVESTMENT POLICIES

Futures Contracts
   

   Each Portfolio of the Fund (except the Money Market Portfolio) may enter into
futures  contracts,  options,  and  options on  futures  contracts  for  several
reasons:  to  simulate  full  investment  in  the  underlying  securities  while
retaining a cash balance for Fund management purposes, to facilitate trading, to
reduce  transaction costs, or to seek higher investment returns from intermarket
arbitrage  opportunities  when a futures  contract is mispriced  relative to the
underlying  security or index.  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  under the  Commodity  Exchange Act by the Commodity  Futures  Trading
Commission  ("CFTC"),  a U.S.  Government  agency.  Assets  committed to futures
contracts will be segregated at the Fund's custodian bank to the extent required
by law.
    

   Most futures  contracts are closed out before the settlement date without the
making or taking of delivery.  Closing out an open  futures  position is done by
taking an opposite  position  ("buying"  a contract  which has  previously  been
"sold," or "selling" a contract  previously  purchased) in an identical contract
to terminate the  position.  Brokerage  commissions  are incurred when a futures
contract is bought or sold.

   Futures  traders are required to make a good faith margin  deposit in cash or
securities with a broker or custodian to initiate and maintain open positions in
futures  contracts.  A margin  deposit is intended to assure  completion  of the
contract  (delivery  or  acceptance  of the  underlying  security)  if it is not
terminated  prior  to  the  specified  delivery  date.  Minimal  initial  margin
requirements  are  established by the futures  exchange and may be changed.  The
Fund expects to earn interest income on its initial margin deposit.

   After a futures  contract  position is opened,  the value of the  contract is
marked to market daily.  If the futures  contract price  changes,  to the extent
that the margin on deposit  does not  satisfy  margin  requirements,  payment of
additional  "variation"  margin  will be  required.  Conversely,  changes in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract holder.

   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
securities  underlying the futures  contracts which they trade,  and use futures
contracts with the  expectation of realizing  profits from  fluctuations  in the
prices of underlying securities.  Under CFTC regulations, the Portfolios may use
futures  transactions  for  bona  fide  hedging  purposes  only,  except  that a
Portfolio may establish  non-hedging  futures positions if the aggregate initial
margin  and  premiums  for such  positions  do not exceed 5% of the value of the
Portfolio's assets.

   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.

Restrictions on the Use of Futures Contracts

   A Portfolio will not enter into futures  contract  transactions to the extent
that,  immediately  thereafter,  the sum of its initial margin  deposits on open
contracts  exceeds 5% of the market value of the applicable Fund's total assets.
In addition,  a Portfolio  will not enter into  futures  contracts to the extent
that its outstanding  obligations to purchase  securities  under these contracts
would exceed 20% of the Portfolio's total assets.

                                      B-3
<PAGE>
Risk Factors in Futures Transactions

   Positions in futures  contracts  may be closed out only on an Exchange  which
provides a secondary market for such futures. However, there can be no assurance
that a liquid secondary market will exist for any particular futures contract at
any specific time. Thus, it may not be possible to close a futures position.  In
the event of adverse price movements,  a Portfolio would continue to be required
to make daily cash payments to maintain its required margin. In such situations,
if the Portfolio has insufficient cash, it may have to sell portfolio securities
to meet daily margin requirements at a time when it may be disadvantageous to do
so.  In  addition,  the  Portfolio  may be  required  to  make  delivery  of the
instruments  underlying  futures  contracts  it holds.  The  inability  to close
options and futures  positions  also could have an adverse impact on the ability
to effectively hedge.

   
   The  Vanguard   Florida  Insured   Tax-Free  Fund,  the  California   Insured
Intermediate-Term  Portfolio,  and the Insured Long-Term  Portfolio of each Fund
will minimize the risk that they will be unable to close out a futures  contract
by only entering into futures which are traded on national futures exchanges and
for which there appears to be a liquid secondary market.
    

   The risk of loss in  trading  futures  contracts  in some  strategies  can be
substantial,  due both to the low margin  deposits  required,  and the extremely
high degree of leverage  involved in futures pricing.  As a result, a relatively
small  price  movement  in a  futures  contract  may  result  in  immediate  and
substantial loss (as well as gain) to the investor.  For example, if at the time
of purchase,  10% of the value of the futures contract is deposited as margin, a
subsequent  10% decrease in the value of the futures  contract would result in a
total  loss of the margin  deposit,  before any  deduction  for the  transaction
costs,  if the account  were then closed out. A 15%  decrease  would result in a
loss equal to 150% of the original  margin  deposit if the contract  were closed
out.  Thus,  a purchase  or sale of a futures  contract  may result in losses in
excess of the initial margin requirement for the contract.  However, because the
futures  strategies of the Portfolios  are engaged in only for hedging  purposes
and will not be leveraged,  the Adviser does not believe that the Portfolios are
subject to the risks of loss frequently  associated  with futures  transactions.
The Portfolios would presumably have sustained  comparable losses if, instead of
the futures contract,  they 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 or other characteristics 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 a Portfolio of margin deposits in
the event of bankruptcy of a broker with whom the Portfolio has an open position
in a futures contract or related 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 unfavorable
positions.  Futures contract prices have  occasionally  moved to the daily limit
for  several  consecutive  trading  days  with  little  or no  trading,  thereby
preventing  prompt  liquidation of future  positions and subjecting some futures
traders to substantial losses.

Other Types of Derivatives

   In addition to futures and options,  each Portfolio may invest in other types
of derivatives,  including warrants, swap agreements and partnerships or grantor
trust derivative products.  Derivatives are instruments whose value is linked to
or derived from an underlying security.  Derivatives may be traded separately on
exchanges  or in  the  over-the-counter  market,  or  they  may be  imbedded  in
securities.  The most common imbedded  derivative is the call option attached to
or imbedded in a callable bond. The owner of a traditional callable bond holds a
combination of a long position in a non-callable  bond and a short position in a
call option on that bond.

   Derivative  instruments  may be used  individually or in combination to hedge
against  unfavorable  changes  in  interest  rates,  or  to  take  advantage  of
anticipated changes in interest rates.  Derivatives may be structured with no or
a high  degree  of  leverage.  When  derivatives  are used as  hedges,  the risk
incurred is that the derivative  instrument's  value may change differently than
the value of the security  being  hedged.  This "basis risk" is generally  lower
than the risk associated with an unhedged position in the security being hedged.
Some  derivatives may entail  liquidity risk, i.e., the risk that the instrument
cannot be sold at a  reasonable  price in  highly  volatile  markets.  Leveraged
derivatives used for speculation are very volatile,  and therefore,  very risky.
However,  the Portfolios will only utilize  derivatives for hedging or arbitrage
purposes, and not for speculative purposes. Over-the-counter derivatives involve
a  counterparty  risk,  i.e., the risk that the individual or institution on the
other side of the agreement  will not or cannot meet its  obligations  under the
derivative agreement.

                                      B-4
<PAGE>
Federal Tax Treatment of Futures Contracts

   
   Except for  transactions  they have identified as hedging  transactions,  the
California Insured Intermediate-Term  Portfolio, the Insured Long-Term Portfolio
of each Fund,  and  Vanguard  Florida  Insured  Tax-Free  Fund are  required for
federal  income tax  purposes to recognize as income for each taxable year their
net unrealized gains and losses on certain futures  contracts held 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  contract.  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.  A Portfolio may be required to defer the  recognition of losses on
futures  contracts to the extent of any unrecognized  gains on related positions
held by the Portfolio.

   In order for each  Portfolio  to continue  to qualify for Federal  income tax
treatment as a regulated  investment  company,  at least 90% of its gross income
for a taxable  year must be derived from  qualifying  income;  i.e.,  dividends,
interest,  income  derived  from  loans of  securities,  gains  from the sale of
securities, or of foreign currencies or other income derived with respect to the
Portfolio's business of investing in securities.  It is anticipated that any net
gain realized from the closing out of futures  contracts will be considered gain
from the sale of securities  and therefore be qualifying  income for purposes of
the 90% requirement.

   Each Portfolio will distribute to shareholders annually any net capital gains
which have been recognized for federal income tax purposes (including unrealized
gains at the end of the Portfolio's fiscal year) on futures  transactions.  Such
distributions  will be combined with  distributions of capital gains realized on
the Portfolio's other investments and shareholders will be advised on the nature
of the transactions.
    
Municipal Lease Obligations

   Each Portfolio of the Fund may invest in municipal lease  obligations.  These
securities are sometimes  considered  illiquid  because of the  inefficiency and
thinness of the market in which they are traded.  Under the  supervision  of the
Fund's Board of Trustees,  the Fixed Income Group may determine to treat certain
municipal lease  obligations as liquid,  and therefore not subject to the Fund's
15% limit on illiquid  securities  (10% for the Money  Market  Portfolios).  The
factors  that the Group may consider in making  these  liquidity  determinations
include:  (1) the frequency of trades and quotations  for the security;  (2) the
number of dealers  willing to  purchase or sell the  security  and the number of
other potential buyers;  (3) the willingness of dealers to underwrite and make a
market in the security; (4) the nature of the marketplace trades,  including the
time needed to dispose of the security, the method of soliciting offers, and the
mechanics  of  transfer;  and  (5)  factors  unique  to a  particular  security,
including general credit worthiness of the issuer,  the importance to the issuer
of the property  covered by the lease and the likelihood that the  marketability
of the securities will be maintained throughout the time the security is held by
the Portfolio.

                                  RISK FACTORS

California Risk Factors

   
   Vanguard  California  Tax-Free Fund invests  primarily in the  obligations of
California  state and various local  governments,  including  counties,  cities,
special districts,  agencies and authorities. In general, the credit quality and
credit  risk of any  issuer's  debt depend on the state and local  economy,  the
health of the issuer's finances, the amount of the issuer's debt, the quality of
management,  and the strength of legal provisions in debt documents that protect
debt  holders.  Credit  risk is usually  lower  wherever  the economy is strong,
growing and diversified;  financial operations are sound; and the debt burden is
reasonable.
    

   The credit risk associated with direct obligations of the State of California
and State agencies,  including general obligation and revenue bonds, lease debt,
and notes, is now average. For most of the last two decades, the State's general
obligation  bonds had  enjoyed the highest  rating by either  Moody's  Investors
Service, Inc. or Standard & Poor's Corporation. California's high credit quality
reflected the growth of its strong and diversified economy, a low debt position,
wealth levels higher than the national average, and a generally sound and stable
financial position. However,  California's credit quality has declined since the
onset of the national recession in 1990.

                                      B-5
<PAGE>
   California's economy, largest among the states, is also one of the largest in
the world. The State's population,  nearly 30 million in 1990, has doubled since
1960 and  constitutes  over 12% of the U.S.  total.  Rapid growth is continuing,
with  rates  more than  twice  that of the  national  average  during the 1980s.
Personal  income growth lagged behind U.S.  growth in the 1980s,  but per capita
income  was still 10% above the  national  average  in 1990.  A  growing,  young
population,  a strong higher education  system,  and excellent ports continue to
bolster  California's   economic  prospects.   Employment  and  income  are  not
concentrated in any one sector.  In fact,  California's  economy closely mirrors
that of the U.S. One caveat to this observation  concerns the defense  industry.
For many years,  California  has led the Nation in receipt of total  direct U.S.
military   expenditures.   However,   as  the  State's  economy  expanded,   the
concentration in defense has lessened.  Nonetheless,  a U.S. policy has resulted
in lower  defense  spending,  parts of  California,  especially  the Los Angeles
Region, have been adversely affected, and these trends might continue.

   
   The economy and financial operations of California are exposed to the risk of
cyclical national  recessions.  In a recession,  credit quality can drop if debt
issuers do not  maintain  a balance  between  revenues  and  expenditures.  This
occurred in the early 1980s when  Moody's and Standard & Poor's  downgraded  the
State.  Subsequently,  State finances were restored to sound levels,  and credit
ratings were upgraded. California was especially hard hit by the recent national
recession  and  experienced  three  credit-rating  downgrades by each of the two
major  rating  agencies.  The effects of  recession  were not  strongly  felt in
California  until  1991.  Led by  declines  in  defense-related  activities  and
construction  (especially  commercial real estate),  the State lost over 800,000
jobs  between  1990-1993,  or  about  6%  of  non-agricultural  employment.  The
recession  resulted  in a failure by State  government  to realize  revenue  and
spending targets. The State budget was chronically  imbalanced in 1991 and 1992.
State aid was reduced,  spreading fiscal stress to local governments,  including
schools.

   California has recently emerged from the depths of the recession,  recovering
most of the jobs lost  earlier in the decade.  Job growth has been  prevalent in
the high  technology,  entertainment,  and foreign  trade  sectors.  Despite the
recent  economic  expansion,  both State and local  governments  continue  to be
vulnerable to fiscal stress.

   Despite the overall strength of California credit quality, there are a number
of  additional  risks.  The  adoption  by  voters  of  revenue  and  expenditure
limitations,  commencing  with  Articles  XIIIA  and  XIIIB  of  the  California
Constitution in the late 1970s and Articles XIIIC and XIIID in 1996, have placed
many local  governments  under a degree of fiscal stress which continues.  Court
decisions and the adoption of subsequent  propositions have softened many of the
effects of these limitations. However, it should be noted that California voters
have demonstrated a willingness to utilize the statutory  initiative  process to
curtail the financial  operations of state and local  government,  as well as to
increase public debt. This willingness is a continuing risk to debt holders.
    
   Another risk resulting  from Article XIIIA  concerns the security  provisions
for  debt  repayment.  Since  1986,  general  obligation  debt  issued  by local
governments has required voter approval by a two-thirds  majority.  As a result,
most tax-backed debt now issued by California  local  governments is not general
obligation debt, does not have "full faith and credit"  backing,  and has higher
credit risk and more limited bondholder rights.

   Some  risks  in  California  apply  more  to  local  issuers  than  to  state
government.  In areas of very rapid  population  growth,  the costs of  building
public  infrastructure are very high, large amounts of municipal bonds are being
sold, and debt burden is increasing. In some parts of southern California, there
is also a fear that population  growth may possibly limit future economic growth
due to transportation and air pollution problems.

   
   Finally,  California is subject to unique natural  hazard risks.  Earthquakes
and wildfires can cause localized economic harm which could limit the ability of
governments  to repay debt.  Cycles of drought and  flooding  are also  concerns
insofar as they affect agricultural production, power generation, and the supply
of drinking water. In addition,  drought can limit the ability of certain public
utilities to repay debt.
    

Florida Risk Factors

   
   Vanguard  Florida  Insured  Tax-Free  Fund  invests  primarily  in  the  debt
obligations of Florida state  government,  the State's agencies and authorities,
and various  local  governments,  including  counties,  cities,  towns,  special
districts,  and authorities.  In general,  the credit quality and credit risk of
any  issuer's  debt  depend on the state and local  economy,  the  health of the
issuer's  finances,  the amount of the issuer's debt, the quality of management,
and the  strength  of legal  provisions  in debt  documents  that  protect  debt
holders.  Credit risk is usually lower  wherever the economy is strong,  growing
and  diversified,  financial  operations  are  sound,  and the  debt  burden  is
reasonable.
    
                                      B-6
<PAGE>
   The average credit rating among  American  states for full "faith and credit"
state debt is "Aa" as determined by Moody's Investors Service,  Inc. and "AA" as
determined  by  Standard & Poor's  Corporation.  Against  this  measure  and the
criteria listed above, the credit risk associated with direct obligations of the
State of Florida and the State's  agencies and  authorities,  including  general
obligation and revenue  bonds,  lease debt,  and notes,  is comparable  with the
average for U.S. states.  Florida's general  obligation bonds have been rated in
the AA category by both  rating  agencies  for over two  decades,  during  which
period the State's  obligations  could be characterized as providing  high-grade
security  with a very strong  capacity for timely  repayment  of debt.  In 1997,
Standard  & Poor's  upgraded  the State of  Florida's  rating to AA+  reflecting
healthy finances and a strong economy.

   The State of Florida's  economy is characterized by a large service sector, a
dependence on the tourism and  construction  industries,  and a large retirement
population.  The management of rapid growth has been the major challenge  facing
state and local governments. While attracting many senior citizens, Florida also
offers a favorable  business  environment and growing  employment  opportunities
that have continued to generate  working-age  population  in-migration.  As this
growth continues,  particularly within the retirement population, the demand for
both public and private  services  will  increase,  which may strain the service
sector's capacity and impede the State's budget balancing efforts.

   During  the  1980s,  Florida  outperformed  the  nation as  measured  by such
economic  indicators  as  employment  growth and income  levels.  Florida's  job
creation rate in the  non-agriculture  sector was the highest of the eleven most
populous  states.  Fueling  this growth in jobs were the  continued  boom in the
tourism  industry and related  service  sectors and a dynamic  construction  and
construction-related  manufacturing sector. Florida's economy did not suffer the
dislocation and restructuring of the more  manufacturing-based  economies of the
Midwest  and the North  during the 1980s and was less  exposed to the decline of
the textile industry besieging much of the Southeast.

   
   The primary  vulnerability of the Florida economy is exposure to the business
cycle affecting both the tourism and  construction  industries.  Gasoline prices
and supply can impact tourism. An economic recession reached Florida in 1991 and
impacted the service  sector  considerably,  causing the State to  experience an
actual job loss for the first time in decades.  While  Florida's  aerospace  and
defense  contracting  industries are now in decline,  the State's  manufacturing
economy has  diversified  into high-tech and  electronic  equipment and has been
strengthened by a growth in exports. Furthermore, construction jobs as a percent
of total jobs in the State  declined  during the late  '80s,  reducing  cyclical
risk.  The  outlook for the  Florida  economy at the end of 1990's is  continued
expansion fueled by population growth, a diversifying services and manufacturing
economy, and a robust tourism sector.

    
   Personal  income  levels in Florida  are  greater  than the U.S.  average and
continue  to grow at a faster  rate.  These  levels  in  Florida  are also  less
sensitive to economic  downturns than in the U.S., as a whole,  since Florida is
home to a  greater  concentration  of  senior  citizens  who rely on  dividends,
interest,  Social Security, and pension benefits,  which fluctuate less with the
business cycle than does employment income.

   Debt levels in the State of Florida  are  moderate  to high,  reflecting  the
tremendous capital demands  associated with rapid population growth.  Florida is
unusual among states in that all general obligation "full faith and credit" debt
issues  of  municipalities  must be  approved  by  public  referendum  and  are,
therefore, relatively rare. Most debt instruments issued by local municipalities
and  authorities  have a more  narrow  pledge of  security,  such as a sales tax
stream,  special  assessment  revenue,  user fees, utility taxes, or fuel taxes.
Credit quality of such debt instruments  tends to be somewhat lower than that of
general obligation debt. The State of Florida issues general obligation debt for
a variety  of  purposes;  however,  the State  constitution  requires a specific
revenue stream to be pledged to State general obligation bonds as well.

   The market for Florida  bonds  secured by  municipal  leases  suffered  for a
period in the early  1990's  due to the  default  of the State of  Florida  on a
private  placement  lease  financing  of an office  building in 1989 and several
episodes of public consideration  (although never carried out) by Brevard County
to not  appropriate  funds  to meet  its  obligation  under a  tax-exempt  lease
financing.  More recently the Florida  municipal lease market has performed well
with strong liquidity.
                                       B-7
<PAGE>

   The State of Florida generated  steadily  increasing fund balances during the
1980s as the State  experienced  record growth.  However,  the State experienced
budget strain during the early 1990s due to an economic  recession.  The State's
dependence  on the sales  tax as a primary  source  of  revenue  compounded  the
recession's impact.  State officials acted quickly and responsibly to maintain a
balanced budget by revising revenue projections and controlling  spending.  Such
responsible  fiscal  management  enhances overall credit quality in the State of
Florida.

   
   During the mid to late 1990's State  finances have been  particularly  strong
with large surpluses and strong reserves.  State officials,  however, still face
tremendous capital and operating  pressures due to the growth that will continue
to strain the State's  narrow  revenue base.  Future budgets may require a wider
revenue base to meet such  demands;  the most likely  candidate for such revenue
enhancement is a tax on consumer  services.  The creation of a Florida  personal
income tax is a very remote possibility,  since it would require an amendment to
the  State's  Constitution  and a higher  level of  political  support  than has
currently been generated.
    
New Jersey Risk Factors

   
   Vanguard New Jersey Tax-Free Fund invests primarily in the obligations of New
Jersey State  government  and various  local  governments,  including  counties,
cities,  special  districts,  agencies and authorities.  In general,  the credit
quality  and  credit  risk of any  issuer's  debt  depend on the state and local
economy,  the health of the issuer's finances,  the amount of the issuer's debt,
the  quality  of  management,  and the  strength  of  legal  provisions  in debt
documents  that protect debt holders.  Credit risk is usually lower wherever the
economy is strong, growing and diversified;  financial operations are sound; and
the debt burden is reasonable.

   The average rating among American states for full faith and credit state debt
is "Aa" and "AA" by  Moody's  Investors  Service,  Inc.  and  Standard  & Poor's
Corporation,  respectively.  Against this measure and the criteria listed above,
the credit risk  associated  with direct  obligations of the State of New Jersey
and state agencies,  including  general  obligation and revenue bonds, and lease
debt,  compares very  favorably.  For most of the last two decades,  the State's
general  obligation  bonds have  enjoyed  the highest  rating by either  Moody's
Investors Service,  Inc. or Standard & Poor's. In the early 1990s, however, both
Moody's and Standard & Poor's  slightly  downgraded the State's credit rating to
the high "AA" level due to an economy and state finances  weakened by recession.
In general,  New  Jersey's  high credit  quality  over time  reflects the strong
growth and  diversification  of its economy,  a moderate debt  position,  wealth
levels much higher  than the  national  average,  and a  historically  sound and
stable financial position.

   New Jersey's  economy  continues  to gradually  emerge from the depths of the
1990-92  national  recession.  Between 1989 and 1992, the State lost 8.7% of its
employment total or about one job in twelve.  Significant job losses occurred in
the construction,  manufacturing,  wholesale and retail trades, and in financial
and real estate  services.  The only  sectors to  experience  growth  during the
period were the healthcare and government  sectors.  Unemployment rates exceeded
the  national  average  and  reached  a high of 9.8% in July of  1992.  Economic
variables  indicate a slowly  improving  New Jersey  economy,  as evidenced by a
decrease in the unemployment  rate since 1993.  However,  this progress could be
mitigated  by layoffs in the  pharmaceutical  industry  and AT&T,  New  Jersey's
largest employer.

    
   The most  recent  cyclical  weakening  of the New Jersey  economy  follows an
unprecedented  period of diversification  and growth for the State in the 1980s.
Like many other  northeastern  and  "rust-belt"  states,  New  Jersey's  economy
declined  during  the  1970s.  This set the  stage  for a  remarkable  period of
transformation    in   the   1980s.   The   State   economy   changed   from   a
manufacturing-dominated  base to an economy balanced among manufacturing,  trade
and services, closely mirroring the U.S. economy. Population growth exceeded the
regional  average during this time, and growth in employment and income outpaced
the U.S.  average.  This growth occurred not only in the developed  northeastern
and Delaware River Valley areas, but also in central New Jersey around Princeton
and the Atlantic  coastal  region.  Despite the  recession of 1990 to 1992,  New
Jersey remains a wealthy state, and continues to be the second  wealthiest after
Connecticut.  Per  capita  state  income  is over a third  higher  than the U.S.
average.

   
   New  Jersey's  debt burden is moderate in relation to the State's  wealth and
resources,  but has increased significantly since 1991 as the State has financed
capital outlays  previously  funded out of current  revenues and stepped up debt
issuance to stimulate a weakened economy. Tax-supported debt as measured against
income  and  population  is close to  average  levels  among  the  states.  Debt
retirement  is rapid  even  though  debt  service  has a  modest  claim on State
revenues. New debt issuance is expected to be manageable.
    
                                      B-8
<PAGE>
   
   After a decade of sound financial  operations in the 1980s,  characterized by
robust  increases in revenues and fund balances,  New Jersey faced several years
of budgetary  distress in the early 1990s.  Declining  tax revenues and swelling
expenditures for Medicaid, public assistance, and corrections generated repeated
budget  gaps that the State was able to close  only by  utilizing  non-recurring
revenue  sources.  Continued  high credit  quality will depend on the resolve of
State  leaders and  taxpayers to maintain  fiscal  balance  while  diminishing a
reliance on one-time  revenue  sources.  Most  recently an  improving  State and
national  economy has resulted in  increased  revenues  and some  moderation  in
budgeting strain.  However,  the significant income tax cuts recently enacted in
the State may prove to strain  state  finances if an economic  slowdown  were to
occur.

   A positive  credit  factor for local  government  in New Jersey is the strong
State  oversight of local  government  operations.  The State can and has seized
control of mismanaged  jurisdictions.  In general,  the high level of wealth and
the strong  economic base in the State have resulted in credit quality for local
government  that is  among  the  highest  in the U.S.  In  addition,  the  State
guarantees  the debt  service of many local  government  bond  issues.  As State
finances remain under  pressure,  however,  local  governments may see levels of
state aid reduced, a development that could result in a dilution of local credit
quality.  Successful tax appeals by property owners in many  municipalities have
also reduced revenues for some local governments.

   Despite the  strengths of New Jersey  credit  quality,  there are risks.  New
Jersey has a number of older urban centers,  including  Newark and Camden,  that
present a continuing vulnerability with respect to economic and social problems.
The State is facing  educational  finance  reforms which could affect the credit
quality of certain school districts as well as State financial operations. State
taxes were  increased in 1990 to balance the State's  budget and then reduced in
1992 after a "taxpayer revolt" reversed the political power balance in the State
legislature. Finally, overbuilding in the residential and commercial real estate
sector  has  weakened  property  values  as well as the  general  health  of the
construction industry and related financial institutions.

    
New York Risk Factors

   
   Vanguard New York Tax-Free Fund invests  primarily in the  obligations of New
York state  government,  state  agencies,  state  authorities  and various local
governments,   including  counties,   cities,  towns,  special  districts,   and
authorities. In general, the credit quality and credit risk of any issuer's debt
depend on the state and local economy, the health of the issuer's finances,  the
amount of the  issuer's  debt,  the quality of  management,  and the strength of
legal  provisions in debt  documents  that protect debt holders.  Credit risk is
usually lower wherever the economy is strong, growing and diversified; financial
operations are sound; and the debt burden is reasonable.

    
   The average rating among American states for full faith and credit state debt
is "Aa" and "AA" by  Moody's  Investors  Service,  Inc.  and  Standard  & Poor's
Corporation,  respectively.  Against this measure and the criteria listed above,
the credit risk associated with direct  obligations of the State of New York and
State agencies and authorities,  including general obligation and revenue bonds,
"moral obligation" bonds, lease debt,  appropriation  debt, and notes,  compares
somewhat  unfavorably.  During most of the last two decades, the State's general
obligation  bonds  have been  rated  just  below  this  average  by both  rating
agencies.  Additionally,  the State's credit quality could be  characterized  as
more  volatile than that of other  states,  since the State's  credit rating has
been  upgraded  and  downgraded  much more often  than  usual.  This  rating has
fluctuated between "Aa" and "AA" since the early 1970s. Nonetheless, during this
period the State's  obligations  could still be characterized as providing upper
medium grade security, with a strong capacity for timely repayment of debt.

   
   The  wealth  of New York  State,  as well as the size  and  diversity  of its
economy, serve to limit the credit risk of its securities.  New York ranks third
among the  states in per  capita  personal  income,  which is 19% above the U.S.
average.  During most of the 1980s,  economic indicators for New York, including
income and employment growth and unemployment rates,  outperformed the nation as
a whole.  The engine of growth for the State in the past decade was the surge in
financial and other services, especially in New York City. Manufacturing centers
in upstate  New York,  which more  closely  parallels  the  Midwestern  economy,
suffered during the 1970s and early 1980s.  The upstate economy  continues to be
characterized by cities with aging populations and aging manufacturing plants.
    

                                      B-9
<PAGE>
   
   Credit risk in New York State is  heightened by a large and  increasing  debt
burden,  historically  marginal financial  operations,  limited  revenue-raising
flexibility,  and the uncertainty of the future credit quality of New York City,
which  comprises 40% of the State's  population and economy.  Combined State and
local  debt per  capita is about 50% above the U.S.  average,  and debt  service
expenditures  have been  growing  as a claim on the State and City  budget.  New
York's debt structure is also  complicated.  To circumvent voter approval,  most
State debt is issued by  agencies,  is not backed by the State's  full faith and
credit and,  therefore,  has lower credit ratings. In the past, the State had to
rely on  short-term  borrowing to meet its  obligations,  but this  practice has
ended.

   Buoyed by rapid  economic  growth in the  mid-1980s,  the  State's  financial
operations   generated  surpluses.   Beginning  in  1988,  however,   unforeseen
consequences of federal tax reform, combined with a weakening economy,  resulted
in a series of State budget  deficits.  New York's heavy commitment to local aid
and social  welfare  programs  allowed  expenditure  growth to exceed  available
revenues. This lack of budgetary discipline caused the State's credit ratings to
fall. Moreover,  New York's ability to raise revenues is limited, since combined
state and  local  taxes are among  the  highest  in the  nation as a percent  of
personal  income.  Recent  state  budgets  have been  balanced,  and  consistent
operating  surpluses have been recorded  although the State  continues to have a
nearly $3 billion GAAP accumulated deficit.  State personal income tax cuts have
been  offset by strong  revenue  performance  emanating  from Wall Street and by
solid expenditure restraint.
    

   New York State's  future  credit  quality will be heavily  influenced  by the
future of New York City.  As the City's  economic  boom in the 1980s  lifted the
State,  the severe  downturn in the financial  services and real estate sectors,
which are  concentrated  in the City,  has been serving as a drag on the State's
economy. Stabilization or recovery in these areas is crucial to the economic and
fiscal  health of the City and the  State.  Moreover,  the City  faces  daunting
challenges in combating deteriorating infrastructure and serious social problems
of housing,  health,  education and public safety.  So far, City  government has
demonstrated  an ability to keep abreast of these  problems,  but the City's and
the State's  ability to meet these  challenges will be a continuing risk factor.
Buoyed by Wall  Street,  the  addition of 140,000  private  sector jobs over the
1994-97  period  and  public  sector  workforce  attrition,  the City has posted
recurring  operating  surpluses.  The largest,  $856  million,  is projected for
fiscal year 1997.  The City will shortly be creating a new vehicle to access the
debt markets,  called the Transitional  Finance  Authority,  as G.O. capacity is
limited due to archaic statutory issuing formulas.

   Major  areas of  credit  strength  continue  to exist in  localities  in Long
Island,  and north of New York City where affluent  population bases continue to
exist.

Ohio Risk Factors

   

   Ohio Tax-Free Fund will invest most of its net assets in securities issued by
or  on  behalf  of  (or  in  certificates  of  participation  in  lease-purchase
obligations  of) the State of Ohio,  political  subdivisions  of the  State,  or
agencies or instrumentalities of the State or its political  subdivisions ("Ohio
Obligations").  The Fund is  therefore  susceptible  to  general  or  particular
political,  economic  or  regulatory  factors  that may  affect  issuers of Ohio
Obligations.  The following information constitutes only a brief summary of some
of the many complex factors that may affect the Fund. The  information  does not
apply to  "conduit"  obligations  on  which  the  public  issuer  itself  has no
financial  responsibility.  This information is derived from official statements
of  certain  Ohio  issuers  published  in  connection  with  their  issuance  of
securities and from other publicly  available  documents,  and is believed to be
accurate.  No  independent  verification  has been made of any of the  following
information.
    

   The timely payment of principal of and interest on Ohio  Obligations has been
guaranteed  by bond  insurance  purchased  by the  issuers,  the  Fund or  other
parties.  The timely  payment of debt  service on Ohio  Obligations  that are so
insured  may not be subject to the factors  referred  to in this  section of the
Prospectus.

   Ohio is the seventh most populous state.  Its 1990 Census count of 10,847,000
indicates a 0.5% population increase from 1980.

   While diversifying more into the service and other  non-manufacturing  areas,
the  Ohio  economy  continues  to rely in part on  durable  goods  manufacturing
largely concentrated in motor vehicles and equipment, steel, rubber products and
household appliances.  As a result,  general economic activity, as in many other
industrially-developed  states,  tends to be more  cyclical  than in some  other
states and in the nation as a whole.  Agriculture is an important segment of the
economy,  with over half the State's area  devoted to farming and  approximately
15% of total employment in agribusiness.  The State's economy has also benefited
by improved manufacturing productivity and a strong export position which helped
shield the State's economy from domestic recession in the early 1990s.

                                      B-10
<PAGE>

   
   There  can be no  assurance  that  future  national,  regional  or  statewide
economic  difficulties,  and the resulting  impact on State or local  government
finances  generally,  will  not  adversely  affect  the  market  value  of  Ohio
Obligations  held in the Fund or the  ability  of  particular  obligors  to make
timely  payments  of debt  service  on (or  lease  payments  relating  to) those
Obligations.

   Ohio's  debt  burden is  moderate,  and the State and most local  governments
observe  prudent debt  management  practices.  The State  government  maintained
positive  year-end  balances in its general  revenue  account  during the 1980s,
achieved through timely revisions in tax and spending plans. During the economic
recovery of the mid-1980s,  the State  accumulated  sizable fund balances in its
general  revenue fund and maintained a healthy budget  stabilization  (or "rainy
day") fund.  This strong  financial  position  provided  the State with far more
flexibility  than most states to weather the revenue  shortfalls  and  increased
human services expenditures generated by the most recent recession.  The State's
finances remain sound and poised to generate  enhanced  balances as the national
economy  affects a sustained  recovery  from the  recession  of the early 1990s.
Current  cash and fund  balance  levels are  exceptionally  strong  today.  Cash
balances at 6/30/97 were $1.4 billion.
    
   The State operates on the basis of a fiscal  biennium for its  appropriations
and  expenditures,  and is  precluded  by law from  ending its July 1 to June 30
fiscal  year  ("FY")  or  fiscal  biennium  in a deficit  position.  Most  State
operations  are financed  through the General  Revenue Fund  ("GRF"),  for which
personal income and sales-use taxes are the major sources.  Growth and depletion
of GRF ending  fund  balances  show a  consistent  pattern  related to  national
economic  conditions,  with the ending FY balance  reduced during less favorable
and  increased   during  more  favorable   economic   periods.   The  State  has
well-established  procedures  for, and has timely  taken,  necessary  actions to
ensure  resource/expenditure  balances during less favorable  economic  periods.
These  procedures  include  general and selected  reductions  in  appropriations
spending.

   

   The Ohio  Constitution  also authorizes the issuance of State obligations for
certain  purposes,  the owners of which do not have the right to have excises or
taxes levied to pay debt service.  Such State  obligations are generally secured
by biennial appropriation lease agreements with the State.

   In general,  payment  obligations  under  lease-purchase  agreements  of Ohio
public  agencies  (in which  certificates  of  participation  may be issued) are
limited in duration to the agencies'  fiscal  periods,  and are  dependent  upon
appropriations   being  made  available  for  the   subsequent   fiscal  period.
Additionally,  State and  local  agencies  issue  revenue  obligations  that are
payable  from  revenues  from or  relating to certain  facilities  (but not from
taxes).  By judicial  interpretation,  these  obligations  are not "debt" within
constitutional provisions.

    
   Local school districts in Ohio receive a major portion (on a statewide basis,
recent  approximately  46%) of their operating moneys from State subsidies,  but
are dependent on local property taxes, and in 98 districts from voter-authorized
income taxes, for significant portions of their budgets. Litigation,  similar to
that in other states,  is pending  questioning the  constitutionality  of Ohio's
system  of  school  funding.  A small  number of the  State's  612 local  school
districts  have in any  year  required  special  assistance  to  avoid  year-end
deficits.  A current  program  provides for school  district cash need borrowing
directly from commercial lenders,  with diversion of State subsidy distributions
to repayment if needed.

   Ohio's 943  incorporated  cities and villages rely  primarily on property and
municipal income taxes for their operations,  and, with other local governments,
receive local government  support and property tax relief moneys  distributed by
the State. For those few municipalities  that on occasion have faced significant
financial  problems,  there are  statutory  procedures  for a joint  state/local
commission to monitor the municipality's fiscal affairs and for development of a
financial plan to eliminate  deficits and cure any defaults.  Since inception in
1979,  these  procedures have been applied to 23 cities and villages;  for 18 of
them the fiscal situation was resolved and the procedures terminated.

   
   At  present  the  State  itself  does  not levy ad  valorem  taxes on real or
tangible personal property. Those taxes are levied by political subdivisions and
other local taxing  districts.  The Ohio Constitution has since 1934 limited the
amount of the aggregate levy (including a levy for un-voted general obligations)
of  property  taxes  by all  overlapping  subdivisions,  without  a vote  of the
electors or a municipal  charter  provision,  to 1% of true value in money,  and
statutes  limit the amount of that aggregate levy to 10 mills per $1 of assessed
valuation  (commonly  referred to as the "ten-mill  limitation").  Voted general
obligations of  subdivisions  are payable from property taxes that are unlimited
as to amount or rate.

    
                                      B-11

<PAGE>

Pennsylvania Risk Factors

   Vanguard  Pennsylvania  Tax-Free Fund invests primarily in the obligations of
Pennsylvania  state  government,  state agencies and various local  governments,
including counties,  cities, townships,  special districts, and authorities.  In
general,  the credit  quality and credit risk of any issuer's debt depend on the
state and local economy, the health of the issuer's finances,  the amount of the
issuer's debt, the quality of management,  and the strength of legal  provisions
in debt  documents  that  protect  debt  holders.  Credit risk is usually  lower
wherever the economy is strong,  growing and diversified;  financial  operations
are sound; and the debt burden is reasonable.

   
   The average rating among American states for full faith and credit state debt
is "Aa" and "AA" by  Moody's  Investors  Service,  Inc.  and  Standard  & Poor's
Corporation,  respectively.  Against this measure and the criteria listed above,
the credit risk  associated with direct  obligations of  Pennsylvania  and state
agencies, including general obligation and revenue bonds, lease debt, and notes,
compares   slightly   unfavorably.   During  most  of  the  last  two   decades,
Pennsylvania's  general obligation bonds have been rated just below this average
by  both  rating  agencies.   Nonetheless,  during  this  period  Pennsylvania's
obligations  could  still be  characterized  as  providing  upper  medium  grade
security,  with a strong capacity for timely  repayment of debt.  Recently,  the
State's rating was upgraded by Moody's  Investors  Service and the State now has
ratings of "Aa3"/"AA-".

    
   Factors  contributing  positively to credit quality in Pennsylvania include a
favorable  debt  structure,  a diversifying  economic  base, and  conservatively
managed financial operations on the part of state government. Tax-supported debt
is only  slightly  above  average  state  levels on a per capita  basis and as a
percent of state personal  income.  Over the past two decades,  this debt burden
has improved  considerably  in  Pennsylvania,  and debt  continues to be rapidly
retired, while state borrowing plans are modest.

   In the past twenty  years,  Pennsylvania's  economy has  undergone a healthy,
though traumatic, transformation. Manufacturing employment has declined from 35%
of total state  employment in 1970 to 17.9% of total  employment  in 1995,  only
slightly above the U.S.  average.  Growth in service sector jobs offset the loss
of  manufacturing  jobs,  and  Pennsylvania's  economy is now much more  closely
aligned  with the  national  economy.  In the future,  economic  booms and busts
should be milder than in the past and more closely follow national averages. The
positive  change in the economy has not been  without  costs.  Growth  levels in
employment,  population and personal  income lagged behind U.S.  averages in the
1980s.  During this period, per capita personal income slipped to about the U.S.
average. Many communities dominated by a single industry were particularly hurt,
and recent growth in the state economy has bypassed much of the state outside of
the immediate  Philadelphia and Pittsburgh  metropolitan areas. As a result, the
credit quality of these areas is often marginal.

   
   During the 1991-1992  national economic  recession,  Pennsylvania fared a bit
worse than the U.S. average,  but better than many neighboring  Northeastern and
Mid-Atlantic  states.  Led by continuing  declines in manufacturing,  employment
decreased about 4%, or double the U.S. loss rate.  Pennsylvania has subsequently
experienced  economic recovery in line with the U.S. More recently,  the State's
economy has shown some  growth with  current  unemployment  rates  approximating
those of the nation.

   Fiscally, Pennsylvania has historically maintained balanced budgets, a result
of sound and  conservative  budgeting  policies.  During the period of  economic
growth in the late 1980s,  operating surpluses were recorded,  and a "rainy day"
fund was  established.  That recent  recession  tested these  policies,  but the
Commonwealth  emerged from the  recession  with its finances and credit  quality
intact.  In 1990 and 1991,  as the  recession  worsened,  budget  balances  were
eliminated,  and the  Commonwealth  ended  fiscal  1991 in a  deficit  position.
However,  a combination of expenditure  restraint and  broad-based tax increases
enabled the Commonwealth to end 1992 with a surplus. Finances are now stable and
healthy, and the Commonwealth has a comfortable accumulated surplus. Due to this
improvement,  cash flow borrowing has been substantially reduced. Tax revenue is
coming in above forecasted levels.

    
   The risk factors in  Pennsylvania's  credit quality may be summarized as slow
growth,  an aging  population,  average  income,  and a continuing  challenge to
maintain  balanced  budgets.  In addition,  a number of local governments in the
Commonwealth, most notably Philadelphia, face continuing fiscal stress, and were
unable to address  serious  economic,  social  and  healthcare  problems  within
revenue  constraints.  Philadelphia's  credit  prospects have recently  improved
significantly  but remain a  challenge  to the credit  quality of  Pennsylvania,
longer term.

                                      B-12

<PAGE>

                    FLORIDA INTANGIBLE PERSONAL PROPERTY TAX

   
   Although Florida does not have a state personal income tax, it does impose an
intangible  personal property tax on certain financial assets,  including mutual
fund shares.  The most common examples of personal  property  subject to the tax
are shares of stock  issued by  corporations,  bonds issued by  corporations  or
state, county or municipal  governments outside the State of Florida, and shares
of  ownership  in mutual  funds.  Unlike  most state and local  taxes  which are
assessed on ordinary  income and capital  gains derived from mutual fund shares,
the  Florida  intangible  tax is based on the net asset  value of these  shares.
Under Florida law,  shares of a mutual fund will be exempt from the  intangibles
tax to the extent that,  on the annual  assessment  date (January 1), its assets
are  solely  invested  in exempt  Florida  securities,  exempt  U.S.  government
securities,  or other  exempt  securities.  If, on the annual  assessment  date,
Vanguard  Florida Insured Tax-Free Fund's assets are invested in both exempt and
non-exempt  securities,   only  that  portion  of  a  share's  net  asset  value
represented by U.S. government securities  (including qualifying  obligations of
U.S. territories and possessions) will be exempt from the intangibles tax. Under
this rule,  shares of the Vanguard Florida Insured Tax-Free Fund are expected to
be exempt from the Florida intangible personal property tax.
    

                             YIELD AND TOTAL RETURN

California Tax-Free Fund

   
   The yields of the  California  Insured  Long-Term  Portfolio,  the California
Insured  Intermediate-Term  Portfolio and the California  Money Market Portfolio
for the 30-day period ending November 30, 1997 were +4.81%,  +4.37%, and +3.55%,
respectively.

   The  average  annual  total  returns  of  the  California  Insured  Long-Term
Portfolio for the one-,  five-,  and ten-year  periods ended  November 30, 1997,
were +6.52%, +7.50% and +8.83%,  respectively.  The average annual total returns
of the California  Insured  Intermediate-Term  Portfolio for the one-year period
and the period from  inception  (March 4, 1994) to November 30, 1997 were +5.91%
and +6.84%,  respectively.  The average  annual total returns of the  California
Money Market Portfolio for the one, five and ten-year periods ended November 30,
1997, were +3.41%, +3.08% and +3.96%, respectively.  Total return is computed by
finding the average  compounded  rates of return  over the  one-year  period set
forth above that would equate an initial amount invested at the beginning of the
period to the ending redeemable value of the investment.

    

Florida Insured Tax-Free Fund

   The yield of the Florida  Insured  Tax-Free  Fund for the 30-day period ended
November 30, 1997 was +4.69%.

   The average  annual total  returns of Florida  Insured  Tax-Free Fund for the
one- and  five-year  periods  ended  November  30,  1997 were +6.54% and +7.52%,
respectively.  The average  annual total return for the Fund since its inception
on September 1, 1992 was +7.73%.

New Jersey Tax-Free Fund

   
   The yield of the New Jersey  Insured  Long-Term  Portfolio and the New Jersey
Money Market  Portfolio for the 30-day period ended November 30, 1997 was +4.73%
and +3.51%, respectively.

    
   The  average  annual  total  returns  of the  New  Jersey  Insured  Long-Term
Portfolio for the one- and five-year  periods ended November 30, 1997, and since
its inception on February 3, 1988, were +6.40%, +7.10% and +8.19%, respectively.
The average  annual total  returns of the New Jersey Money Market  Portfolio for
the one- and five-year  periods ended November 30, 1997, and since its inception
on February 3, 1988, were +3.32%, +2.99% and +3.95%, respectively.  Total return
is computed by finding  the average  compounded  rates of return over the period
set forth above that would equate an initial amount invested at the beginning of
the period to the ending redeemable value of the investment.

New York Tax-Free Fund

   

   The yield of the New York Insured Long-Term  Portfolio and the New York Money
Market  Portfolio for the 30-day  period ended  November 30, 1997 was +4.73% and
+0.8%, respectively.

    
                                      B-13

<PAGE>

   The average annual total returns of the New York Insured Long-Term  Portfolio
for the one-,  five-,  and ten-year periods ended November 30, 1997 were +6.36%,
+7.28% and +8.76%, respectively. The average annual total return of the New York
Money Market Portfolio since its inception on September 3, 1997 was +0.8%. Total
return is computed by finding  the average  compounded  rates of return over the
period set forth  above that would  equate an  initial  amount  invested  at the
beginning of the period to the ending redeemable value of the investment.

Ohio Tax-Free Fund

   

   The yield of the Ohio Insured  Long-Term  Portfolio and the Ohio Money Market
Portfolio for the 30-day  period ended  November 30, 1997 was +4.70% and +3.64%,
respectively.
    

   The average annual total returns of the Ohio Insured Long-Term  Portfolio for
the one- and five-year  periods ended November 30, 1997, and since its inception
on June 18, 1990,  were  +6.30%,  +7.11% and +8.30%,  respectively.  The average
annual  total  returns  of the  Ohio  Money  Market  Portfolio  for the one- and
five-year  periods ended  November 30, 1997, and since its inception on June 18,
1990, were +3.49%, +3.13% and +3.48%, respectively.

Pennsylvania Tax-Free Fund

   
   The  yield  of  the  Pennsylvania   Insured   Long-Term   Portfolio  and  the
Pennsylvania  Money Market  Portfolio for the 30-day  period ended  November 30,
1997 was +4.77% and +3.67%, respectively.  Yield is calculated daily and premium
and discounts on asset-backed securities are not amortized.

    

   The  average  annual  total  returns of the  Pennsylvania  Insured  Long-Term
Portfolio for the one-, five-, and ten-year periods ended November 30, 1997 were
+6.21%,  +7.09% and  +8.80%,  respectively.  The  average  total  returns of the
Pennsylvania  Money Market  Portfolio for the one- and  five-year  periods ended
November 30, 1997, and since its inception on June 13, 1988, were +3.49%, +3.10%
and +3.99%,  respectively.  Total return is computed by determining  the average
compounded  rates of return over the period set forth above that would equate an
initial amount invested at the beginning of the period to the ending  redeemable
value of the investment.

                              CALCULATION OF YIELD

   The current  yield of the Money Market  Portfolio of each Fund 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  determined  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 annualized  current yield. The calculation of net
change reflects the value of additional  shares  purchased with the dividends by
the  Portfolio,  including  dividends  on both the  original  share  and on such
additional shares. An effective yield, which reflects the effects of compounding
and  represents  an  annualization  of the  current  yield  with  all  dividends
reinvested,  may also be  calculated  for the Portfolio by addition 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
current and effective yield  calculations for the Money Market Portfolio of each
applicable Fund for the 7-day base period ended November 30, 1997:

California Tax-Free Fund
<TABLE>
<CAPTION>
                                                        Money Market Portfolio
                                                        ----------------------
                                                              11/30/97
                                                              --------
<S>                                                     <C>
Value of account at beginning of period ......................$1.00000
Value of same account at end of period* ......................$1.00068
                                                              --------
Net Change in account value ..................................$ .00068
   
Annualized Current Net Yield
  (Net Change x 365/7)[divided by] average net asset value ......3.55%

    
Effective Yield
  [(Net Change) + 1]365/7 - 1 ...................................3.61%
Average Weighted Maturity of Investments ......................65 days

* Exclusive of any capital changes.
                                      B-14
</TABLE>
<PAGE>


<TABLE>
<CAPTION>

New Jersey Tax-Free
                                                        Money Market Portfolio
                                                        ----------------------
                                                              11/30/97
                                                              --------
<S>                                                     <C>
Value of account at beginning of period ......................$1.00000
Value of same account at end of period* ......................$1.00067
                                                              --------
Net Change in account value ..................................$ .00067
   
Annualized Current Net Yield
  (Net Change x 365/7)[divided by] average net asset value ......3.51%
    
Effective Yield
  [(Net Change) + 1]365/7 - 1 ...................................3.56%
Average Weighted Maturity of Investments ......................56 days

* Exclusive of any capital changes
</TABLE>

<TABLE>
<CAPTION>

New York Tax-Free Fund
                                                        Money Market Portfolio
                                                        ----------------------
                                                                11/30/97
                                                                --------
<S>                                                     <C>
   
Value of account at beginning of period ........................$1.00000
Value of same account at end of period* ........................$1.00069
                                                                --------
Net Change in account value ....................................$ .00069
Annualized Current Net Yield
  (Net Change x 365/7)[divided by] average net asset value ........3.63%
Effective Yield
  [(Net Change) + 1]365/7 - 1 .....................................3.67%
Average Weighted Maturity of Investments ........................53 days
    

* Exclusive of any capital changes.
</TABLE>

<TABLE>
<CAPTION>

Ohio Tax-Free Fund
                                                        Money Market Portfolio
                                                        ----------------------
                                                               11/30/97
                                                               --------
<S>                                                     <C>
Value of account at beginning of period .......................$1.00000
Value of same account at end of period* .......................$1.00070
                                                               --------
Net Change in account value ...................................$ .00070
   
Annualized Current Net Yield
  (Net Change x 365/7) [divided by] average net asset value .......3.64%
    
Effective Yield
  [(Net Change) + 1]365/7 - 1 ....................................3.70%
Average Weighted Maturity of Investments .......................60 days

* Exclusive of any capital changes.
</TABLE>

<TABLE>
<CAPTION>
Pennsylvania Tax-Free Fund
                                                        Money Market Portfolio
                                                        ----------------------
                                                               11/30/97
                                                               --------
<S>                                                            <C>
Value of account at beginning of period .......................$1.00000
Value of same account at end of period* .......................$1.00070
                                                               --------
Net Change in account value ...................................$ .00070

   
Annualized Current Net Yield
  (Net Change x 365/7) [divided by] average net asset value ......3.67%
    
Effective Yield
  [(Net Change) + 1]365/7 - 1 ....................................3.73%
Average Weighted Maturity of Investments .......................43 days

* Exclusive of any capital changes.
</TABLE>
                                      B-15

<PAGE>

   

   Each Money Market  Portfolio  seeks to maintain,  but does not  guarantee,  a
constant  net asset value of $1.00 per share.  The yield of the  Portfolio  will
fluctuate.   Although  the  Money  Market   Portfolios  invest  in  high-quality
instruments,  the shares of the  Portfolios are not insured or guaranteed by the
U.S.  Government.  Each  Fund has  obtained  private  insurance  that  partially
protects its Money  Market  Portfolio  against  default of principal or interest
payments on the  instruments  it holds,  and against  bankruptcy  by issuers and
credit  enhances  of these  instruments.  Treasury  and  other  U.S.  Government
securities  held  by  the  Portfolios  are  excluded  from  this  coverage.  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,  average  maturity,
the type of instruments  the Portfolio  invests in, changes in interest rates on
instruments,  changes in the expenses of the Fund and other factors.  Yields are
one basis  investors may use to analyze the  Portfolios  of the Fund,  and other
investment  vehicles;  however,  yields of other investment  vehicles may not be
comparable  because  of  the  factors  set  forth  in  the  preceding  sentence,
differences in the time periods compared, and differences in the methods used in
valuing portfolio instruments, computing net asset value and calculating yield.
    

                              PERFORMANCE MEASURES

   Vanguard may use reprinted  material  discussing The Vanguard Group,  Inc. or
any of the member funds of The Vanguard Group of Investment Companies.

   The  Fund  may  use  one or  more  of the  following  unmanaged  indexes  for
comparative performance purposes.

Standard and Poor's 500 Composite Stock Price Index--is a well  diversified list
of 500 companies representing the U.S. Stock Market.

Standard & Poor's  MidCap 400  Index--is  composed of 400 medium sized  domestic
stocks.

   
   Standard & Poor's/SmallCap  600/BARRA Value Index--contains stocks of the S&P
SmallCap 600 Index which have a lower than average price-to-book ratio.

   Standard & Poor's/SmallCap 600/BARRA Growth Index--contains stocks of the S&P
SmallCap 600 Index which have a higher than average price-to-book ratio.
    

Russell  1000  Value  Index--consists  of the stocks in the  Russell  1000 Index
(comprising  the 1,000  largest  U.S.-based  companies  measured by total market
capitalization)  with the lowest  price-to-book  ratios,  comprising  50% of the
market capitalization of the Russell 1000.

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

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

Russell 3000 Stock Index--a diversified  portfolio of approximately 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 capitalization
common stocks.

Morgan  Stanley  Capital  International  EAFE  Index--is an  arithmetic,  market
value-weighted  average of the performance of over 900 securities  listed on the
stock exchanges of countries in Europe, Australia, Asia and the Far East.

Goldman Sachs 100  Convertible  Bond  Index--currently  includes 71 bonds and 29
preferreds.   The  original  list  of  names  was  generated  by  screening  for
convertible  issues of $100  million or greater  in market  capitalization.  The
index is priced monthly.

Salomon Brothers GNMA  Index--includes  pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.

Salomon  Brothers  High-Grade  Corporate Bond  Indexconsists 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.

                                      B-16

<PAGE>

Salomon Brothers Broad  Investment-Grade  Bond Index--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  pass-through
securities.

Lehman  Long-Term  Treasury Bond Index--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  Index--consists  of over 4,500 U.S.
Treasury, Agency and investment grade corporate bonds.

Lehman   Corporate   (Baa)  Bond   Index--all   publicly   offered   fixed-rate,
non-convertible  domestic corporate bonds rated Baa by Moody's,  with a maturity
longer  than 1 year and with  more  than $25  million  outstanding.  This  index
includes over 1,000 issues.

Lehman  Brothers  Long-Term  Corporate  Bond  Index--is  a subset of the  Lehman
Corporate  Bond Index  covering  all  corporate,  publicly  issued,  fixed rate,
non-convertible  U.S.  debt issues rated at least Baa, with at least $50 million
principal outstanding and maturity greater than 10 years.

Bond Buyer  Municipal Bond Index--is a yield index on current coupon  high-grade
general obligation municipal bonds.

Standard & Poor's Preferred Index--is a yield index based upon the average yield
of four high-grade, 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
Index.

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

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

Lehman  Long-Term  Corporate AA or Better Bond  Index--consists  of all publicly
issued,  fixed  rate,  non-convertible  investment  grade,   dollar-denominated,
SEC-registered corporate debt rated AA or AAA.

Lehman Brothers  Aggregate Bond Index--is a market-weighted  index that contains
individually priced U.S. Treasury,  agency, corporate, and mortgage pass-through
securities  corporate rated BBB- or better. The Index has a market value of over
$4 trillion.

Lehman  Brothers  Mutual  Fund  Short  (1-5)  Government/Corporate  Index--is  a
market-weighted index that contains  individually priced U.S. Treasury,  agency,
and  corporate  investment  grade  bonds  rated BBB- or better  with  maturities
between 1 and 5 years. The index has a market value of over $1.6 trillion.

Lehman Brothers Mutual Fund Intermediate (5-10) Government/Corporate Index--is a
market-weighted index that contains  individually priced U.S. Treasury,  agency,
and corporate  securities rated BBB- or better with maturities  between 5 and 10
years. The index has a market value of over $700 billion.

Lehman  Brothers  Long (10+)  Government/Corporate  Index--is a market  weighted
index that contains  individually  priced U.S.  Treasury,  agency, and corporate
securities rated BBB- or better with maturities greater than 10 years. The index
has a market value of over $900 billion.

Lipper Small  Company  Growth Fund  Average--the  average  performance  of small
company  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
category was first  established in 1982. For years prior to 1982, the results of
the Lipper Small Company Growth category were estimated using the returns of the
Funds that constituted the Group at its inception.)

                                      B-17

<PAGE>

Lipper Balanced Fund  Average--an  industry  benchmark of average balanced funds
with  similar  investment   objectives  and  policies,  as  measured  by  Lipper
Analytical Services, Inc.

Lipper  Non-Government  Money  Market Fund  Average--an  industry  benchmark  of
average 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.

Lipper General Equity Fund  Average--an  industry  benchmark of average  general
equity funds with similar  investment  objectives  and policies,  as measured by
Lipper Analytical Services, Inc.

Lipper Fixed Income Fund Average--an  industry benchmark of average fixed income
funds with similar  investment  objectives  and policies,  as measured by Lipper
Analytical Services, Inc.

                             INVESTMENT MANAGEMENT

   The Fund  receives all  investment  advisory  services on an  "internalized,"
at-cost basis from an experienced  investment management staff employed directly
by The Vanguard Group, Inc. ("Vanguard"), a subsidiary jointly owned by the Fund
and  the  other  Funds  in The  Vanguard  Group  of  Investment  Companies.  The
investment management staff is supervised by the Senior Officers of the Fund.

   The investment management staff is responsible for: maintaining the specified
standards;  making  changes  in  specific  issues  in  light of  changes  in the
fundamental basis for purchasing such securities; and adjusting the Fund to meet
cash inflow (or outflow),  which  reflects net purchases and exchanges of shares
by  investors  (or net  redemptions  of shares) and  reinvestment  of the Fund's
income.

   

   A change in securities held by the Fund is known as "portfolio  turnover" and
may involve the payment by the Fund of dealer mark-ups, underwriting commissions
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 each of the Fund's Portfolios is set forth under the heading "Financial
Highlights"  in the Fund's  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
rate in future years will vary significantly from the rates in recent years.
    

                             PORTFOLIO TRANSACTIONS

How Transactions Are Effected

   The  types of  securities  in  which  the  Portfolios  invest  are  generally
purchased and sold through principal  transactions,  meaning that the Portfolios
normally purchase securities directly from the issuer or a primary  market-maker
acting as principal for the securities on a net basis. Brokerage commissions are
not paid on these  transactions,  although  the  purchase  price for  securities
usually  includes an undisclosed  compensation.  Purchases from  underwriters of
securities  typically  include a commission or concession  paid by the issuer to
the  underwriter,  and purchases from dealers serving as market makers typically
include  a  dealer's  mark-up  (i.e.,  a spread  between  the bid and the  asked
prices).  During the fiscal years ended  November 30, 1995,  1996 and 1997,  the
Fund did not pay any brokerage commissions.

How Brokers and Dealers are Selected

   Vanguards  Fixed  Income  Group  chooses  brokers  or  dealers  to handle the
purchase and sale of the Portfolios' securities,  and is responsible for getting
the best available price and most favorable execution for all transactions. When
the Portfolios  purchase a newly issued security at a fixed price, the Group may
designate certain members of the underwriting  syndicate to receive compensation
associated  with  that  transaction.  Certain  dealers  have  agreed to rebate a
portion  of  such  compensation  directly  to the  Portfolios  to  offset  their
management  expenses.  The  Group is  required  to seek  best  execution  of all
transactions  and is not  authorized to pay a brokerage  commission in excess of
that which another broker might have charged for effecting the same  transaction
solely on account of the receipt of research or other services.

                                      B-18

<PAGE>

How the Reasonableness of Brokerage Commissions is Evaluated

   As previously  explained,  the types of securities that the Fund purchases do
not normally  involve the payment of  brokerage  commissions.  If any  brokerage
commissions  are paid,  however,  the Fixed  Income  Group will  evaluate  their
reasonableness by considering:  (a) historical commission rates; (b) rates which
other  institutional   investors  are  paying,  based  upon  publicly  available
information;  (c)  rates  quoted  by  brokers  and  dealers;  (d) the  size of a
particular  transaction,  in terms of the number of shares,  dollar amount,  and
number of clients  involved;  (e) the complexity of a particular  transaction in
terms of both execution and settlement;  (f) the level and type of business done
with a  particular  firm over a period of time;  and (g) the extent to which the
broker or dealer has capital at risk in the transaction.

                               PURCHASE OF SHARES

   The Fund  reserves  the  right  in its sole  discretion  (i) to  suspend  the
offering of its shares,  (ii) to reject  purchase orders when in the judgment of
management  such  rejection  is in the best  interest of the Fund,  and (iii) to
reduce or waive the minimum  investment for or any other restrictions on initial
and subsequent  investments under  circumstances  where certain economies can be
achieved in sales of the Fund's shares.

   Stock Certificates.  Your purchase will be made in full and fractional shares
of the Fund  calculated  to three  decimal  places.  Shares are normally held on
deposit  for  shareholders  by the  Fund,  which  will  send to  shareholders  a
statement  of  shares  owned at the time of each  transaction.  This  saves  the
shareholders  the trouble of safekeeping the certificates and saves the Fund the
cost of issuing  certificates.  Share  certificates  for the California  Insured
Intermediate-Term  Portfolio,  and the Insured Long-Term Portfolios of each Fund
are available upon written  request at no additional  cost to  shareholders.  No
certificates will be issued for fractional  shares of these Portfolios,  for any
shares of the Money  Market  Portfolios,  or for shares of the  Florida  Insured
Tax-Free Fund.

                              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  Securities  and  Exchange
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.

   If the Board of Trustees  determines that it would be detrimental to the best
interests of the remaining  shareholders  of the Fund to make payment  wholly or
partly in cash, the Fund may pay the  redemption  price in whole or in part by a
distribution  in  kind  of  securities  held  by the  Fund  in  lieu  of cash in
conformity  with  applicable  rules  of  the  Commission.  Investors  may  incur
brokerage  charges  on the sale of such  securities  so  received  in payment of
redemptions.

   No charge is made by the Fund for redemptions  except for wire redemptions of
under $5,000 which may be charged a maximum fee of $5.00.  Any redemption may be
more or less than the  shareholder's  cost  depending on the market value of the
securities held by the Fund.

   Signature  Guarantees.  To protect your account,  the Fund, and Vanguard from
fraud,  signature  guarantees  are required for certain  redemptions.  Signature
guarantees  enable  the  Fund to  verify  the  identity  of the  person  who has
authorized a redemption from your account.  Signature guarantees are required in
connection  with: (1) all redemptions,  regardless of the amount involved,  when
the proceeds are to be paid to someone other than the registered owners; and (2)
share transfer requests.

   

   A  signature  guarantee  may be obtained  from  banks,  brokers and any other
financial institution that Vanguard deems acceptable.

    

   The signature  guarantees must appear either:  (1) on the written request for
redemption,  (2) on a separate  instrument for assignment  ("stock power") which
should  specify the total number of shares to be  redeemed,  or (3) on all stock
certificates  tendered for  redemption  and, if shares held by the Fund are also
being redeemed, on the letter or stock power.

                                      B-19

<PAGE>

                                   SHARE PRICE

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

   Short term instruments  (those with remaining  maturities of 60 days or less)
may be valued at cost,  plus or minus any amortized  discount or premium,  which
approximates market value.

   Bonds and other fixed income  securities may be valued on the basis of prices
provided by a pricing  service when such prices are believed to reflect the fair
market value of such securities. The prices provided by a pricing service may be
determined without regard to bid or last sale prices of each security,  but take
into account institutional-size  transactions in similar groups of securities as
well as any developments related to specific securities.

   Other assets and securities for which no quotations are readily  available or
which are  restricted  as to sale (or resale) are valued by such  methods as the
Board of Directors deems in good faith to reflect fair value.

   
   It is the policy of each Money Market  Portfolio to attempt to maintain a net
asset value of $1.00 per share for sales and  redemptions.  The instruments held
by each Money Market  Portfolio are valued on the basis of amortized cost, which
does not take into account  unrealized  capital  gains or losses.  This involves
valuing  an  instrument  at  its  cost  and   thereafter   assuming  a  constant
amortization to maturity of any discount or premium, 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 which
each Money Market Portfolio would receive it if sold the instrument.

   The  use  of  amortized  cost  and  the  maintenance  of  each  Money  Market
Portfolio's  net asset value at $1.00 is based on its election to operate  under
Rule 2a-7 under the Investment  Company Act of 1940. As a condition of operating
under that rule,  each Money Market  Portfolio  must maintain a  dollar-weighted
average portfolio maturity of 90 days or less,  purchase only instruments having
remaining maturities of 397 days or less, and invest only in securities that are
determined by methods  approved by the Trustees to present  minimal credit risks
and that are of high quality as determined by the requisite rating services,  or
in the case of an instrument not so rated, determined by methods approved by the
Trustees to be of comparable quality. The Trustees have also agreed to establish
procedures  reasonably  designed,  taking into account current market conditions
and each Money Market  Portfolio's  investment  objective,  to stabilize the net
asset  value per share as computed  for  purposes  of sales and  redemptions  at
$1.00.     

   The share  price for each  Portfolio  can be found  daily in the mutual  fund
listings of most major newspapers under the heading of Vanguard Funds.

                               
                                      B-20

<PAGE>

                             MANAGEMENT OF THE FUND

Officers and Trustees

   The Fund's Officers,  under the supervision of the Board of Trustees,  manage
the  day-to-day  operations of the Fund. The Trustees set broad policies for the
Fund and choose its  Officers.  A list of the  Trustees and Officers of the Fund
and a brief  statement of their  present  positions  and  principal  occupations
during the past five years is set forth  below.  As of November  30,  1997,  the
Trustees  owned  less than 1% of the  Fund's  outstanding  shares.  The  mailing
address of the Fund's  Trustees  and  Officers  is Post  Office Box 876,  Valley
Forge, PA 19482.

JOHN C. BOGLE, (DOB: 5/8/1929) Senior Chairman and Trustee*

Senior  Chairman and Director of The Vanguard  Group,  Inc.,  and of each of the
investment  companies in The Vanguard Group;  Director of The Mead  Corporation,
General Accident Insurance, and Chris-Craft Industries, Inc.

JOHN J. BRENNAN, (DOB: 7/29/1954) Chairman, Chief Executive Officer & Trustee*

Chairman, Chief Executive Officer and Director of The Vanguard Group, Inc.,
and of each of the investment companies in The Vanguard Group.

ROBERT E. CAWTHORN, (DOB: 9/28/1935) Trustee

Chairman Emeritus and Director of Rhone-Poulenc  Rorer, Inc.;  Managing Director
of Global Health Care Partners/DLJ  Merchant Banking  Partners;  Director of Sun
Company, Inc., and Westinghouse Electric Corporation.

BARBARA BARNES HAUPTFUHRER, (DOB: 10/11/1928) Trustee

Director of The Great Atlantic and Pacific Tea Company,  IKON Office  Solutions,
Inc., Raytheon Company, Knight-Ridder, Inc., Massachusetts Mutual Life Insurance
Co., and Ladies Professional Golf Association;  and Trustee Emerita of Wellesley
College.

BURTON G. MALKIEL, (DOB: 8/28/1932) Trustee

Chemical Bank Chairman's Professor of Economics, Princeton University;  Director
of Prudential  Insurance Co. of America,  Amdahl  Corporation,  Baker Fentress &
Co., The Jeffrey Co., and Southern New England Telecommunications Company.

ALFRED M. RANKIN,  (DOB: 10/8/1941) Trustee

Chairman,  President, Chief Executive Officer, and Director of NACCO Industries,
Inc.; Director of The BF Goodrich Company, and The Standard Products Company.

                                      B-21

<PAGE>

JOHN C. SAWHILL,  (DOB: 6/12/1936) Trustee

President  and Chief  Executive  Officer  of The Nature  Conservancy;  formerly,
Director and Senior Partner of McKinsey & Co., President of New York University;
Director of Pacific Gas and Electric  Company,  Procter and Gamble Company,  and
NACCO Industries.

JAMES O. WELCH, JR., (DOB: 5/13/1931) Trustee

Retired Chairman of Nabisco Brands,  Inc.; retired Vice Chairman and Director of
RJR Nabisco; Director of TECO Energy, Inc., and Kmart Corporation.

J. LAWRENCE WILSON, (DOB: 3/2/1936) Trustee

Chairman and Chief Executive Officer of Rohm & Haas Company; Director of Cummins
Engine Company, and The Mead Corporation; and Trustee of Vanderbilt University.

RICHARD F. HYLAND, (DOB: 3/22/1937) Treasurer*

Treasurer of The Vanguard Group, Inc. and of each of the investment companies in
The Vanguard Group.

RAYMOND J. KLAPINSKY, (DOB: 12/7/1938) Secretary*

Managing Director and Secretary of The Vanguard Group,  Inc.;  Secretary of each
of the investment companies in The Vanguard Group.

KAREN E. WEST, (DOB: 9/13/1946) Controller*

Principal of The Vanguard  Group,  Inc.;  Controller  of each of the  investment
companies in The Vanguard Group.

__________________
* Mr. Bogle and the Officers of the Fund are "interested  persons" as defined in
the Investment Company Act of 1940.

The Vanguard Group

   The Fund is a member of The Vanguard Group of Investment  Companies.  Through
their jointly-owned subsidiary, The Vanguard Group, Inc. ("Vanguard"),  the Fund
and the other funds (the "Vanguard 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
several of the Vanguard Funds, including the Fund.

   Vanguard  employs  a  supporting  staff  of  management  and   administrative
personnel  needed to provide the  requisite  services to the Vanguard  Funds and
also furnishes the Vanguard Funds with necessary  office space,  furnishings and
equipment.  Each Vanguard Fund pays its share of Vanguard's  net expenses  which
are allocated  among the Vanguard  Funds under methods  approved by the Board of
Trustees  (Directors)  of each Vanguard  Fund.  In addition,  each Vanguard Fund
bears its own direct  expenses such as legal,  auditing and  custodian  fees. In
order to generate  additional  revenues  for  Vanguard  and  thereby  reduce the
Vanguard Fund's expenses, Vanguard also provides certain administrative services
to other organizations.

   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 Vanguard Funds.

   The Vanguard Group adheres to a Code of Ethics  established  pursuant to Rule
17j-1 under the Investment  Company Act of 1940. The Code is designed to prevent
unlawful  practices in  connection  with the purchase or sale of  securities  by
persons  associated  with  Vanguard.  Under  Vanguard's  Code of Ethics  certain
Officers  and  employees  of  Vanguard  who are  considered  access  persons are
permitted  to  engage  in  personal  securities   transactions.   However,  such
transactions are subject to procedures and guidelines  substantially  similar to
those  recommended  by the  mutual  fund  industry  and  approved  by  the  U.S.
Securities and Exchange Commission.

   The Vanguard Group,  Inc.  ("Vanguard")  was established and operates under a
Funds' Service  Agreement which was approved by the  shareholders of each of the
Vanguard  Funds.  The  Funds'  Service  Agreement  provides  for  the  following
arrangement:  (a) each  Vanguard  Fund may invest up to 0.40% of its current net
assets in Vanguard,  and (b) there is no  restriction  on the maximum  aggregate
cash investment that the Vanguard Funds may make in Vanguard.  The amounts which
each of the Vanguard  Funds has invested are adjusted from time to time in order
to maintain the  proportionate  relationship  between  each Fund's  relative net
assets and its  contribution  to Vanguard's  capital.  At November 30, 1997, the
Funds' capital  contribution was as follows:  Vanguard  California Tax-Free Fund
had contributed capital of $242,000 to Vanguard  representing 1.2% of Vanguard's
capitalization.  Vanguard Florida Insured Tax-Free Fund had contributed  $41,000
to Vanguard, representing 0.2% of Vanguard's capitalization. Vanguard New Jersey
Tax-Free  Fund  had  contributed  $131,000  to  Vanguard,  representing  0.7% of
Vanguard's  capitalization.  Vanguard  New York  Tax-Free  Fund had  contributed
$83,000 to Vanguard,  representing 0.4% of Vanguard's  capitalization.  Vanguard
Ohio Tax-Free Fund had  contributed  $37,000 to Vanguard,  representing  0.2% of
Vanguard's  capitalization.  Vanguard Pennsylvania Tax-Free Fund had contributed
$224,000 to Vanguard, representing 1.1% of Vanguard's capitalization.

                                      B-22

<PAGE>

   

   Management.  Corporate  management and administrative  services include:  (1)
executive  staff;  (2) accounting and financial;  (3) legal and regulatory;  (4)
shareholder  account  maintenance;  (5)  monitoring  and  control  of  custodian
relationships;  (6)  shareholder  reporting;  and (7) review and  evaluation  of
advisory and other services  provided to the Funds by third parties.  During the
fiscal year ended  November  30, 1997,  each of the Funds'  share of  Vanguard's
actual  net  costs of  operations  relating  to  management  and  administrative
services  (including  transfer  agency)  were as  follows:  Vanguard  California
Tax-Free  Fund  totaled  approximately  $4,089,000.   Vanguard  Florida  Insured
Tax-Free Fund totaled approximately $785,000.  Vanguard New Jersey Tax-Free Fund
totaled   approximately   $2,580.   Vanguard  New  York  Tax-Free  Fund  totaled
approximately  $1,593,000.  Vanguard Ohio  Tax-Free  Fund totaled  approximately
$676,000. Vanguard Pennsylvania Tax-Free Fund totaled approximately $4,382,000.

    
   Distribution. Vanguard provides all distribution and marketing activities for
the  Funds  in  the  Group.  Vanguard  Marketing  Corporation,   a  wholly-owned
subsidiary of The Vanguard Group,  Inc., acts as a Sales Agent for 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 may be
required.

   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  Trustees
(Directors)  and Officers of Vanguard  determine the amount to be spent annually
on distribution activities,  the manner and amount to be spent on each Fund, and
whether to organize new investment companies.

   One half of the distribution  expenses of a marketing and promotional  nature
is allocated among the Funds based upon their relative net assets. The remaining
one half of these  expenses is allocated  among the Funds based upon each Fund's
sales for the preceding 24 months  relative to the total sales of the Funds as a
Group,   provided,   however,   that  no  Fund's  aggregate  quarterly  rate  of
contribution  for  distribution  expenses of a marketing and promotional  nature
shall exceed 125% of the 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 average  month-end net assets.  During the year ended  November 30, 1997,
the Group's  distribution and marketing expenses  attributable to the Funds were
as follows:  Vanguard  California  Tax-Free  Fund paid  approximately  $883,000.
Vanguard Florida Insured Tax-Free Fund paid approximately $137,000. Vanguard New
Jersey  Tax-Free Fund paid  approximately  $509,000.  Vanguard New York Tax-Free
Fund paid approximately $241,000. Vanguard Ohio Tax-Free Fund paid approximately
$142,000. Vanguard Pennsylvania Tax-Free Fund paid approximately $826,000.

   Investment  Advisory  Services.  Vanguard also provides  investment  advisory
services to:  Vanguard  Municipal  Bond Fund;  Vanguard  Money Market  Reserves;
Vanguard  Admiral  Funds;  the  several  Portfolios  of  Vanguard  Fixed  Income
Securities Fund;  Vanguard  Institutional  Index Fund; Vanguard Bond Index Fund;
Vanguard  California  Tax-Free Fund;  Vanguard  Florida  Insured  Tax-Free Fund;
Vanguard New Jersey  Tax-Free Fund;  Vanguard New York Tax-Free  Fund;  Vanguard
Ohio Tax-Free Fund; Vanguard  Pennsylvania  Tax-Free Fund; Vanguard  Tax-Managed
Fund;  the  Aggressive  Growth  Portfolio of Vanguard  Horizon  Fund;  the Total
International  Portfolio  of Vanguard  STAR Fund;  the REIT Index  Portfolio  of
Vanguard  Specialized  Portfolios;  Vanguard Balanced Index Fund; Vanguard Index
Trust; Vanguard International Equity Index Fund; a secured Portfolio of Vanguard
Variable  Insurance  Fund;  a  portion  of  Vanguard/Windsor  II; a  portion  of
Vanguard/Morgan  Growth Fund; a portion of Vanguard  Explorer  Fund;  as well as
several  indexed  separate  accounts.  These services are provided on an at-cost
basis  from  a  money  management  staff  employed  directly  by  Vanguard.  The
compensation  and other  expenses of this staff are paid by the Funds  utilizing
these  services.  The following  table shows,  for the years ended  November 30,
1995,  1996  and  1997,  approximately  how much the  Funds  paid of  Vanguard's
investment advisory expenses.

                                      B-23


<PAGE>

<TABLE>
<CAPTION>
                         Fund              Year Ended 11/30/95     Year Ended 11/30/96     Year Ended 11/30/97
<S>                                        <C>                     <C>                     <C>
Vanguard California Tax-Free Fund               $286,000                $313,000               $470,000
Vanguard Florida Insured Tax-Free Fund           $46,000                 $58,000                $82,000
Vanguard New Jersey Tax-Free Fund               $201,000                $211,000               $274,000
Vanguard New York Tax-Free Fund                 $101,000                $110,000               $150,000
Vanguard Ohio Tax-Free Fund                      $43,000                 $49,000                $77,000
Vanguard Pennsylvania Tax-Free Fund             $339,000                $357,000               $466,000
</TABLE>


Director/Trustee Compensation

The individuals in the tables below serve as  Directors/Trustees of all Vanguard
Funds,  and each Fund  pays a  proportionate  share of the  Directors'/Trustees'
compensation.  The Funds  employ  their  officers  on a shared  basis,  as well.
However, officers are compensated by The Vanguard Group, Inc., not the Funds.

Independent   Directors/Trustees.   The  Funds  compensate   their   independent
Directors/Trustees--that  is, the ones who are not also officers of the Fund--in
three ways:

o  The independent Directors/Trustees receive an annual fee for their service to
   the Funds,  which is subject to reduction  based on absences  from  scheduled
   Board meetings.

o  The  independent  Directors/Trustees  are reimbursed for the travel and other
   expenses that they incur in attending Board meetings.

o  Upon  retirement,  the  independent  Directors/Trustees  receive an aggregate
   annual fee of $1,000 for each year served on the Board,  up to fifteen  years
   of service.  This annual fee is paid for ten years following  retirement,  or
   until the Directors'/Trustees' death.

"Interested"  Directors/Trustees.  The  Funds'  interested  Directors/Trustees--
Messrs.  Bogle and  Brennan--receive  no compensation  for their service in that
capacity.  However,  they are paid in their  role as  officers  of The  Vanguard
Group, Inc.

Compensation Table. The following tables provide  compensation  details for each
of the Trustees.  For the Funds,  we list the amounts paid as  compensation  and
accrued as retirement  benefits by the Fund for each Trustee.  In addition,  the
table shows the total amount of benefits that we expect each Director/Trustee to
receive  from all  Vanguard  Funds  upon  retirement,  and the  total  amount of
compensation  paid  to  each   Director/Trustee   by  all  Vanguard  Funds.  All
information shown is for the fiscal year ended November 30, 1997.

                                      B-24

<PAGE>

<TABLE>
<CAPTION>

                                             VANGUARD CALIFORNIA TAX-FREE FUND
                                                    COMPENSATION TABLE

                                                 Pension or Retire-                            Total Compensation
                               Aggregate            ment Benefits         Estimated Annual      From All Vanguard
                             Compensation        Accrued as Part of         Benefits Upon         Funds Paid to
Name of Trustees               From Fund            Fund Expenses            Retirement           Trustees (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                   <C>
John C. Bogle(1)                 None                   None                    None                  None
John J. Brennan(1)               None                   None                    None                  None
Barbara Barnes                   $859                   $128                   $15,000               $70,000
    Hauptfuhrer
Robert E. Cawthorn               $859                   $107                   $13,000               $70,000
Burton G. Malkiel                $861                   $ 86                   $15,000               $70,000
Alfred M. Rankin, Jr.            $859                   $ 67                   $15,000               $70,000
John C. Sawhill                  $859                   $ 80                   $15,000               $70,000
James O. Welch, Jr.              $859                   $ 99                   $15,000               $70,000
J. Lawrence Wilson               $859                   $ 71                   $15,000               $70,000
- ----------

(1) As "Interested  Trustees," Messrs. Bogle and Brennan receive no compensation for their service as Trustees.

(2) The amounts reported in this column reflect the total  compensation  paid to each Trustee for their service as Director or
    Trustee of 35 Vanguard  Funds (34 in the case of Mr. Malkiel).
</TABLE>
<TABLE>
<CAPTION>

                                          VANGUARD FLORIDA INSURED TAX-FREE FUND
                                                    COMPENSATION TABLE

                                                 Pension or Retire-                            Total Compensation
                               Aggregate            ment Benefits         Estimated Annual      From All Vanguard
                             Compensation        Accrued as Part of         Benefits Upon         Funds Paid to
Name of Trustees               From Fund            Fund Expenses            Retirement           Trustees (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                   <C>
John C. Bogle(1)                 None                   None                    None                  None
John J. Brennan(1)               None                   None                    None                  None
Barbara Barnes                   $151                    $23                   $15,000               $70,000
    Hauptfuhrer
Robert E. Cawthorn               $151                    $19                   $13,000               $70,000
Burton G. Malkiel                $155                    $15                   $15,000               $70,000
Alfred M. Rankin, Jr.            $151                    $12                   $15,000               $70,000
John C. Sawhill                  $151                    $14                   $15,000               $70,000
James O. Welch, Jr.              $151                    $17                   $15,000               $70,000
J. Lawrence Wilson               $151                    $13                   $15,000               $70,000

- ----------
(1) As "Interested Trustees," Messrs. Bogle and Brennan receive no compensation for their service as Trustees.
(2) The amounts reported in this column reflect the total compensation paid to each Trustee for their service as Director
    or Trustee of 35 Vanguard Funds (34 in the case of Mr. Malkiel).
</TABLE>

                                      B-25


<PAGE>

<TABLE>
<CAPTION>

                                             VANGUARD NEW JERSEY TAX-FREE FUND
                                                    COMPENSATION TABLE
                                                 Pension or Retire-                            Total Compensation
                               Aggregate            ment Benefits         Estimated Annual      From All Vanguard
                             Compensation        Accrued as Part of         Benefits Upon         Funds Paid to
Name of Trustees               From Fund            Fund Expenses            Retirement           Trustees (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                  <C>
John C. Bogle(1)                 None                   None                    None                  None
John J. Brennan(1)               None                   None                    None                  None
Barbara Barnes                   $514                    $77                   $15,000               $70,000
    Hauptfuhrer
Robert E. Cawthorn               $514                    $64                   $13,000               $70,000
Burton G. Malkiel                $514                    $51                   $15,000               $70,000
Alfred M. Rankin, Jr.            $514                    $40                   $15,000               $70,000
John C. Sawhill                  $514                    $48                   $15,000               $70,000
James O. Welch, Jr.              $514                    $59                   $15,000               $70,000
J. Lawrence Wilson               $514                    $43                   $15,000               $70,000

- ----------
(1) As "Interested Trustees," Messrs. Bogle and Brennan receive no compensation for their service as Trustees.
(2) The amounts reported in this column reflect the total compensation paid to each Trustee for their service as Director
    or Trustee of 35 Vanguard Funds (34 in the case of Mr. Malkiel).
</TABLE>

<TABLE>
<CAPTION>

                                              VANGUARD NEW YORK TAX-FREE FUND
                                                    COMPENSATION TABLE
                                                 Pension or Retire-                            Total Compensation
                               Aggregate            ment Benefits         Estimated Annual      From All Vanguard
                             Compensation        Accrued as Part of         Benefits Upon         Funds Paid to
Name of Trustees               From Fund            Fund Expenses            Retirement           Trustees (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                  <C>
John C. Bogle(1)                 None                   None                    None                  None
John J. Brennan(1)               None                   None                    None                  None
Barbara Barnes                   $287                    $43                   $15,000               $70,000
    Hauptfuhrer
Robert E. Cawthorn               $287                    $36                   $13,000               $70,000
Burton G. Malkiel                $291                    $28                   $15,000               $70,000
Alfred M. Rankin, Jr.            $287                    $23                   $15,000               $70,000
John C. Sawhill                  $287                    $27                   $15,000               $70,000
James O. Welch, Jr.              $287                    $33                   $15,000               $70,000
J. Lawrence Wilson               $287                    $24                   $15,000               $70,000
- ----------
(1) As "Interested Trustees," Messrs. Bogle and Brennan receive no compensation for their service as Trustees.
(2) The amounts reported in this column reflect the total compensation paid to each Trustee for their service as Director
or Trustee of 35 Vanguard Funds (34 in the case of Mr. Malkiel).
</TABLE>

                                      B-26




<PAGE>

<TABLE>
<CAPTION>

                                                VANGUARD OHIO TAX-FREE FUND
                                                    COMPENSATION TABLE
                                                 Pension or Retire-                            Total Compensation
                               Aggregate            ment Benefits         Estimated Annual      From All Vanguard
                             Compensation        Accrued as Part of         Benefits Upon         Funds Paid to
Name of Trustees               From Fund            Fund Expenses            Retirement           Trustees (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                  <C>
John C. Bogle(1)                 None                   None                    None                  None
John J. Brennan(1)               None                   None                    None                  None
Barbara Barnes                   $140                    $21                   $15,000               $70,000
    Hauptfuhrer
Robert E. Cawthorn               $140                    $18                   $13,000               $70,000
Burton G. Malkiel                $145                    $14                   $15,000               $70,000
Alfred M. Rankin, Jr.            $140                    $11                   $15,000               $70,000
John C. Sawhill                  $140                    $13                   $15,000               $70,000
James O. Welch, Jr.              $140                    $16                   $15,000               $70,000
J. Lawrence Wilson               $140                    $12                   $15,000               $70,000
- ----------
(1) As "Interested Trustees," Messrs. Bogle and Brennan receive no compensation for their service as Trustees.
(2) The amounts reported in this column reflect the total compensation paid to each Trustee for their service as Director
    or Trustee of 35 Vanguard Funds (34 in the case of Mr. Malkiel).
</TABLE>

<TABLE>
<CAPTION>

                                            VANGUARD PENNSYLVANIA TAX-FREE FUND
                                                    COMPENSATION TABLE
                                                 Pension or Retire-                            Total Compensation
                               Aggregate            ment Benefits         Estimated Annual      From All Vanguard
                             Compensation        Accrued as Part of         Benefits Upon         Funds Paid to
Name of Trustees               From Fund            Fund Expenses            Retirement           Trustees (2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>                      <C>                  <C>
John C. Bogle(1)                 None                   None                    None                  None
John J. Brennan(1)               None                   None                    None                  None
Barbara Barnes                   $867                   $129                   $15,000               $70,000
    Hauptfuhrer
Robert E. Cawthorn               $867                   $108                   $13,000               $70,000
Burton G. Malkiel                $871                   $ 87                   $15,000               $70,000
Alfred M. Rankin, Jr.            $867                   $ 68                   $15,000               $70,000
John C. Sawhill                  $867                   $ 81                   $15,000               $70,000
James O. Welch, Jr.              $867                   $ 99                   $15,000               $70,000
J. Lawrence Wilson               $867                   $ 72                   $15,000               $70,000
- ----------
(1) As "Interested Trustees," Messrs. Bogle and Brennan receive no compensation for their service as Trustees.
(2) The amounts reported in this column reflect the total compensation paid to each Trustee for their service as Director
    or Trustee of 35 Vanguard Funds (34 in the case of Mr. Malkiel).
</TABLE>

                    DESCRIPTION OF SHARES AND VOTING RIGHTS

   The Funds were  organized as  Pennsylvania  business  trusts on the following
dates:  Vanguard  California  Tax-Free  Fund--October 16, 1985; Vanguard Florida
Insured   Tax-Free   Fund--May   22,   1992;   Vanguard   New  Jersey   Tax-Free
Fund--September  25, 1987;  Vanguard New York  Tax-Free Fund - October 16, 1985;
Vanguard  Ohio Tax-Free Fund - March 16, 1990;  Vanguard  Pennsylvania  Tax-Free
Fund--January 15, 1986.

   The  Declaration  of Trust (as amended  and  restated on January 15, 1986 for
Vanguard  California  Tax-Free  Fund,  and for Vanguard New York Tax-Free  Fund)
permits  the  Trustees  to issue an  unlimited  number of  shares of  beneficial
interest,  without  par value,  from an  unlimited  number of  separate  classes
("Portfolios") of shares.  Currently,  the California  Tax-Free Fund is offering
shares of three Portfolios, the Florida Insured Tax-Free Fund is offering shares
of one Portfolio,  and the New Jersey, New York, Ohio and Pennsylvania  Tax-Free
Funds are offering shares of two Portfolios.

                                      B-27

<PAGE>

   The shares of the Fund are fully paid and non-assessable, except as set forth
under  "Shareholder  and  Trustee  Liability,"  and  have  no  preference  as to
conversion, exchange, dividends, retirement or other features. The shares of the
Fund have no  preemptive  rights.  The  shares  of the Fund have  non-cumulative
voting  rights,  which  means  that the  holders  of more than 50% of the shares
voting for the  election  of  Trustees  can elect 100% of the  Trustees  if they
choose to do so. A shareholder  is entitled to one vote for each full share held
(and a fractional  vote for each  fractional  share held),  then standing in his
name  on  the  books  of  the  Fund.  On  any  matter  submitted  to a  vote  of
shareholders, all shares of the Fund then issued and outstanding and entitled to
vote,  irrespective  of the class,  shall be voted in the  aggregate  and not by
class:  except (i) when required by the Investment  Company Act of 1940,  shares
shall be voted by individual class; and (ii) when the matter does not affect any
interest of a particular  class, then only shareholders of the affected class or
classes shall be entitled to vote thereon.

   The Fund will continue without limitation of time, provided, however that:

   1) Subject  to the  majority  vote  of the  holders  of  shares  of the  Fund
      outstanding,  the  Trustees  may sell or convert the assets of the Fund to
      another  investment  company in  exchange  for  shares of such  investment
      company, and distribute such shares, ratably among the shareholders of the
      Fund.

   2) Subject  to the  majority  vote of  shares  of the Fund  outstanding,  the
      Trustees  may sell and  convert  into  money  the  assets  of the Fund and
      distribute such assets ratably among the shareholders of the Fund.

   Upon  completion  of  the  distribution  of  the  remaining  proceeds  or the
remaining  assets of any Portfolio as provided in paragraphs 1) and 2) above the
Fund shall terminate and the Trustees shall be discharged of any and all further
liabilities  and duties  hereunder  and the  right,  title and  interest  of all
parties shall be canceled and discharged.

   Shareholder and Trustee  Liability.  Under  Pennsylvania  law shareholders of
such a Trust may  under  certain  circumstances,  be held  personally  liable as
partners for the  obligations of the Fund.  Therefore,  the Declaration of Trust
contains an express disclaimer of shareholder  liability for acts or obligations
of the  Fund  and  requires  that  notice  of such  disclaimer  be given in each
agreement, obligation, or instrument entered into or executed by the Fund or the
Trustees.  The Declaration of Trust provides for indemnification out of the Fund
property of any shareholder  held  personally  liable for the obligations of the
Fund. The Declaration of Trust also provides that the Fund shall,  upon request,
assume the  defense of any claim made  against  any  shareholder  for any act or
obligation  of the Fund and satisfy any judgment  thereon.  Thus,  the risk of a
shareholder  incurring  financial  loss on account of  shareholder  liability is
limited to  circumstances  in which the Fund itself  would be unable to meet its
obligations.

   The  Declaration  of Trust  further  provides  that the Trustees  will not be
liable for errors of judgment  or  mistakes  of fact or law,  but nothing in the
Declaration of Trust protects a Trustee  against any liability to which he would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence,  or reckless  disregard of the duties involved in the conduct of his
office.

                              FINANCIAL STATEMENTS

   

   The  Funds'  respective  financial  statements  as of and for the year  ended
November 30, 1997,  appearing in the Funds'  respective  1997 Annual  Reports to
Shareholders,  and the  respective  reports  thereon  of Price  Waterhouse  LLP,
independent  accountants,  also appearing therein, are incorporated by reference
in this Statement of Additional  Information.  The Funds' respective 1997 Annual
Reports to Shareholders are available upon request.

    
          APPENDIX A - DESCRIPTION OF MUNICIPAL BONDS AND THEIR RATINGS

   Municipal Bonds - General. Municipal Bonds generally include debt obligations
issued  by  states  and  their  political  subdivisions,  and  duly  constituted
authorities and  corporations,  to obtain funds to construct,  repair or improve
various  public  facilities  such as  airports,  bridges,  highways,  hospitals,
housing, schools, streets and water and sewer works. Municipal Bonds may also be
issued to  refinance  outstanding  obligations  as well as to  obtain  funds for
general  operating  expenses  and for  loan to  other  public  institutions  and
facilities.

                                      B-28

<PAGE>

   The two principal classifications of Municipal Bonds are "general obligation"
and "revenue" or "special tax" bonds.  General  obligation  bonds are secured by
the issuer's  pledge of its full faith,  credit and taxing power for the payment
of principal  and  interest.  Revenue or special tax bonds are payable only from
the revenues  derived from a particular  facility or class of facilities  or, in
some cases,  from the  proceeds of a special  excise or other tax,  but not from
general  tax  revenues.  The Fund  may  also  invest  in  tax-exempt  industrial
development bonds, short-term municipal obligations, demand notes and tax-exempt
commercial papers.

   Industrial revenue bonds in most cases are revenue bonds and generally do not
have the pledge of the credit of the issuer.  The payment of the  principal  and
interest on such industrial  revenue bonds is dependent solely on the ability of
the  user  of the  facilities  financed  by the  bonds  to  meet  its  financial
obligations and the pledge, if any, of real and personal property so financed as
security for such payment.  Short-term  municipal  obligations issued by states,
cities,  municipalities  or municipal  agencies include Tax Anticipation  Notes,
Revenue Anticipation Notes, Bond Anticipation Notes, Construction Loan Notes and
Short-Term Discount Notes.

   Note  obligations  with demand or put  options may have a stated  maturity in
excess of one year,  but permit any holder to demand  payment of principal  plus
accrued  interest  upon a specified  number of days'  notice.  Frequently,  such
obligations   are  secured  by  letters  of  credit  or  other  credit   support
arrangements  provided  by  banks.  The  issuer  of such  notes  normally  has a
corresponding  right,  after a given  period,  to  repay in its  discretion  the
outstanding  principal of the note plus accrued  interest upon a specific number
of days' notice to the  bondholders.  The interest  rate on a demand note may be
based upon a known  lending rate,  such as a bank's prime rate,  and be adjusted
when such rate  changes,  or the interest  rate on a demand note may be a market
rate that is adjusted at specified intervals. The demand notes in which the Fund
will invest are payable on not more than 397 days' notice.  Each note  purchased
by the Fund will meet the quality criteria set out above for the Fund.

   The yields of Municipal  Bonds depend on, among other  things,  general money
market  conditions,  conditions  in the  Municipal  Bond  market,  the size of a
particular  offering,  the  maturity  of the  obligation,  and the rating of the
issue.  The ratings of Moody's  Investors  Service,  Inc.  and Standard & Poor's
Corporation represent their opinions of the quality of the Municipal Bonds rated
by them.  It should be  emphasized  that such  ratings  are  general and are not
absolute  stands  of  quality.  Consequently,  Municipal  Bonds  with  the  same
maturity,  coupon and rating may have different yields, while Municipal Bonds of
the same  maturity  and  coupon,  but with  different  ratings may have the same
yield.  It will be the  responsibility  of the  investment  management  staff to
appraise independently the fundamental quality of the bonds held by the Fund.

   The  Portfolios  may purchase  Municipal  Bonds subject to so-called  "demand
features." In such cases the Portfolio may purchase a security that is nominally
long-term but has many of the features of shorter-term securities.  By virtue of
this demand feature, the security will be deemed to have a maturity date that is
earlier than its stated maturity date.

   From time to time proposals have been introduced  before Congress to restrict
or eliminate the Federal  income tax exemption for interest on Municipal  Bonds.
Similar  proposals may be  introduced  in the future.  If any such proposal were
enacted,  it might  restrict or eliminate the ability of the Fund to achieve its
investment  objective.  In that event,  the Fund's  Trustees and Officers  would
reevaluate its investment  objective and policies and consider  recommending  to
its shareholders changes in such objective and policies.

   Similarly,  from time to time proposals have been introduced before State and
local  legislatures  to restrict  or  eliminate  the State and local  income tax
exemption for interest on Municipal Bonds.  Similar  proposals may be introduced
in the future. If any such proposal were enacted, it might restrict or eliminate
the ability of each Portfolio to achieve its respective investment objective. In
that event,  the Fund's  Trustees and Officers  would  reevaluate its investment
objective and policies and consider  recommending to its shareholders changes in
such  objective  and  policies.  (For  more  information  please  refer to "Risk
Factors" on page B-5.)

   Ratings.  Excerpts from Moody's  Investors  Service,  Inc.'s  Municipal  Bond
ratings:  Aaa--judged  to be of the "best  quality" and are referred to as "gilt
edge";  interest payments are protected by a large or by an exceptionally stable
margin  and  principal  is  secure;  Aa--judged  to be of "high  quality  by all
standards"  but as to  which  margins  of  protection  or  other  elements  make
long-term risks appear somewhat larger than Aaa-rated Municipal Bonds;  together
with Aaa group they  comprise  what are  generally  know as "high grade  bonds";
A--possess many favorable investment attributes and are considered "upper medium
grade obligations." Factors giving security to principal and interest of A-rated
Municipal  Bonds are  considered  adequate,  but elements  may be present  which
suggest a susceptibility to impairment  sometime in the future;  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
characteristically  unreliable over any great length of time;  Ba--protection of
principal and interest payments may be very moderate; judged to have speculative
elements;   their  future  cannot  be  considered   as   well-assured;   B--lack
characteristics of a desirable  investment;  assurance of interest and principal
payments over any long period of time may be small;  Caa--poor standing;  may be
in default or there may be present  elements of danger with respect to principal
and  interest;  Ca--speculative  in a high degree;  often in default;  C--lowest
rated class of bonds;  issues so rated can be regarded as having  extremely poor
prospects for ever attaining any real investment standing.
                                      B-29

<PAGE>

   Description of Moody's ratings of state and municipal notes:  Moody's ratings
for state and municipal  notes and other  short-term  obligations are designated
Moody's Investment Grade ("MIG").  Symbols used will be as follows:  MIG-1--Best
quality,  enjoying strong  protection from  established  cash flows of funds for
their servicing or from  established  and  broad-based  access to the market for
refinancing,  or both;  MIG-2--High  quality  with margins of  protection  ample
although not so large as in the preceding group.

   Description   of   Moody's   highest   commercial   paper   rating:   Prime-1
("P-1")--Judged  to be of the best quality.  Their  short-term debt  obligations
carry the smallest degree of investment risk.

   Excerpts  from  Standard  &  Poor's  Corporation's  Municipal  Bond  ratings:
AAA--has the highest rating  assigned by S&P;  extremely  strong capacity to pay
principal  and  interest;  AA - has a very strong  capacity to pay  interest and
repay principal and differs from the higher rated issues only in a small degree;
A--has a strong capacity to pay principal and interest,  although  somewhat more
susceptible to the adverse changes in circumstances and economic conditions; BBB
- -  regarded  as having an  adequate  capacity  to pay  principal  and  interest;
normally exhibit adequate protection  parameters but adverse economic conditions
or changing  circumstances are more likely to lead to a weakened capacity to pay
principal     and     interest     than    for    bonds    in    A     category;
BB--B--CCC--CC--predominantly  speculative  with  respect  to  capacity  to  pay
interest and repay principal in accordance with terms of obligation; BB is being
paid; D--in default, and payment of principal and/or interest is in arrears.

   The ratings  from "AA" to "B" may be  modified  by the  addition of a plus or
minus sign to show relative standing within the major rating categories.

   Excerpt from Standard & Poor's Corporation's rating of municipal note issues:
SP-1+--very strong capacity to pay principal and interest; SP-1--strong capacity
to pay principal and interest.

   Description  of  S&P's  highest   commercial   papers   ratings:   A-1+--This
designation   indicates  the  degree  of  safety  regarding  timely  payment  is
overwhelming.  A-1--This  designation  indicates the degree of safety  regarding
timely payment is very strong.

                                      B-30




<PAGE>



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