VANGUARD HORIZON FUND INC
497, 1995-01-24
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<PAGE>   1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM N-1A
                  REGISTRATION STATEMENT (NO. 033-56443) UNDER
                           THE SECURITIES ACT OF 1933
   
                         PRE-EFFECTIVE AMENDMENT NO. 2
    
                        POST-EFFECTIVE AMENDMENT NO. --
                                      AND
 
              REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                  ACT OF 1940
                                AMENDMENT NO. 1
                          VANGUARD HORIZON FUND, INC.
               (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
 
                 APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
   
It is hereby requested that this registration statement be declared effective on
                               February 10, 1995.
    
 
     REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A) MAY
DETERMINE.
 
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<PAGE>   2
 
                          VANGUARD HORIZON FUND, INC.
 
                             CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
                         FORM N-1A
                        ITEM NUMBER                                   LOCATION IN PROSPECTUS
<C>           <S>                                              <C>
    Item 1.   Cover Page....................................   Cover Page
    Item 2.   Synopsis......................................   Highlights
    Item 3.   Condensed Financial Information...............   Financial Highlights
    Item 4.   General Description of Registrant.............   Investment Objectives; Investment
                                                               Limitations; Investment Policies;
                                                               General Information
    Item 5.   Management of the Fund........................   Trustees and Officers; Management of
                                                               the Fund; The Vanguard Group
    Item 6.   Capital Stock and Other Securities............   Opening an Account and Purchasing
                                                               Shares; Selling Your Shares; The
                                                               Share Price of Each Portfolio;
                                                               Dividends, Capital Gains, and Taxes;
                                                               General Information
    Item 7.   Purchase of Securities Being Offered..........   Cover Page; Opening an Account and
                                                               Purchasing Shares
    Item 8.   Redemption or Repurchase......................   Selling Your Shares
    Item 9.   Pending Legal Proceedings.....................   Not Applicable
 
<CAPTION>
                         FORM N-1A                                     LOCATION IN STATEMENT
                        ITEM NUMBER                                  OF ADDITIONAL INFORMATION
<C>           <S>                                              <C>
   Item 10.   Cover Page....................................   Cover Page
   Item 11.   Table of Contents.............................   Cover Page
   Item 12.   General Information and History...............   Investment Objectives and Policies;
                                                               General Information
   Item 13.   Investment Objective and Policies.............   Investment Objectives and Policies;
                                                               Investment Limitations
   Item 14.   Management of the Fund........................   Management of the Fund
   Item 15.   Control Persons and Principal Holders of
              Securities....................................   Management of the Fund; General
                                                               Information
   Item 16.   Investment Advisory and Other Services........   Management of the Fund
   Item 17.   Brokerage Allocation..........................   Not Applicable
   Item 18.   Capital Stock and Other Securities............   General Information; Financial
                                                               Statements
   Item 19.   Purchase, Redemption and Pricing of Securities
              Being Offered.................................   Purchase of Shares; Redemption of
                                                               Shares
   Item 20.   Tax Status....................................   Appendix
   Item 21.   Underwriters..................................   Not Applicable
   Item 22.   Calculations of Yield Quotations of Money
              Market Fund...................................   Not Applicable
   Item 23.   Financial Statements..........................   Financial Statements
</TABLE>
<PAGE>   3
 
     A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
     THE SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BEEN EFFECTIVE.
     THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
     THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION
     SHALL NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY,
     NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
     OFFER, SOLICITATION, OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
     QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
 
   
                 PRELIMINARY PROSPECTUS DATED JANUARY 24, 1995
    
 
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[LOGO] 
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PROSPECTUS -- FEBRUARY 10, 1995
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NEW ACCOUNT INFORMATION: INVESTOR INFORMATION DEPARTMENT -- 1-800-662-7447
(SHIP)
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SHAREHOLDER ACCOUNT SERVICES: CLIENT SERVICES DEPARTMENT -- 1-800-662-2739
(CREW)
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INVESTMENT
OBJECTIVES AND
POLICIES              Vanguard Horizon Fund, Inc. (the "Fund") is an open-end
                      diversified investment company. The Fund offers two
                      distinct Portfolios.
 
                      The CAPITAL GROWTH PORTFOLIO seeks to provide maximum
                      long-term total return by investing primarily in equity
                      securities of medium to small capitalization companies.
                      The GLOBAL EQUITY PORTFOLIO seeks to provide long-term
                      total return by investing primarily in stocks of U.S. and
                      foreign-based companies that exhibit good prospects for
                      growth. The Portfolios are geared towards investors with a
                      long-term investment horizon. Dividend income is expected
                      to be incidental to the objective of long-term total
                      return. There is no assurance that the Portfolios will
                      achieve their stated objectives. Shares of the Fund are
                      neither insured nor guaranteed by any agency of the U.S.
                      Government, including the FDIC.
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OPENING AN
ACCOUNT               To open a regular (non-retirement) account, please 
                      complete and return the Account Registration Form. If you 
                      need assistance in completing the form, please call the
                      Investor Information Department at 1-800-662-7447. To open
                      an Individual Retirement Account (IRA), please use a
                      Vanguard IRA Adoption Agreement. To obtain a copy of this
                      agreement, call the Investor Information Department,
                      Monday through Friday, from 8:00 a.m. to 9:00 p.m. and
                      Saturday, from 9:00 a.m. to 4:00 p.m. (Eastern time). The
                      minimum initial investment is $3,000 or $500 for Uniform
                      Gifts/Transfers to Minors Act accounts. The Fund is
                      offered on a no-load basis (i.e., there are no sales
                      commissions or 12b-1 fees). However, the Fund incurs
                      expenses for investment advisory, management,
                      administrative and distribution services.
 
IMPORTANT NOTE:
1% REDEMPTION FEE
                      If shares of the Capital Growth and Global Equity 
                      Portfolios are redeemed or exchanged prior to being held 
                      for five years, they will be subject to a 1% redemption 
                      fee. See "Fund Expenses."

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ABOUT THIS
PROSPECTUS            This prospectus is designed to set forth concisely the
                      information you should know about the Fund before you
                      invest. It should be retained for future reference. A
                      "Statement of Additional Information" containing
                      additional information about the Fund has been filed with
                      the U.S. Securities and Exchange Commission. This
                      statement is dated February 10, 1995 and has been
                      incorporated by reference into this Prospectus. A Copy may
                      be obtained without charge by writing to the Fund or by
                      calling the Investor Information Department.
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TABLE OF CONTENTS
 
<TABLE>
<S>                                        <C>                                        <C>
                                   Page                                       Page                                       Page
Highlights .......................  2      Implementation of                                 SHAREHOLDER GUIDE
Fund Expenses ....................  4        Policies ........................ 10     Opening an Account and
Yield and Total Return ...........  5      Investment Limitations ............ 12       Purchasing Shares ............... 19
        FUND INFORMATION                   Management of the Fund ............ 12     When Your Account Will Be
Investment Objectives ............  5      Investment Adviser ................ 13       Credited ........................ 22
Investment Policies ..............  6      Dividends, Capital Gains and               Selling Your Shares ............... 22
Investment Risk ..................  7        Taxes ........................... 15     Exchanging Your Shares ............ 24
Who Should Invest ................  9      The Share Price of each                    Important Information About
                                             Portfolio ....................... 17       Telephone Transactions .......... 26
                                           General Information ............... 18     Transferring Registration ......... 26
                                                                                      Other Vanguard Services ........... 26
</TABLE>
 
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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<PAGE>   4
 
                                   HIGHLIGHTS
 
OBJECTIVES AND
POLICIES
                      The Fund is an open-end diversified investment company
                      designed for long-term investors seeking to maximize
                      capital appreciation commensurate with a relatively high
                      level of risk. Shares of the Fund are offered on a
                      no-load basis, although the Fund incurs certain
                      distribution expenses. The Fund consists of two distinct
                      Portfolios.
 
                      The CAPITAL GROWTH PORTFOLIO seeks to provide long-term
                      total return by investing primarily in stocks of
                      companies with medium to small capitalization.
 
   
                      The GLOBAL EQUITY PORTFOLIO seeks to provide long-term
                      total return by investing primarily in stocks of companies
                      located around the globe that exhibit good prospects for
                      growth.                                             PAGE 5
    
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RISK
CHARACTERISTICS       The CAPITAL GROWTH and GLOBAL EQUITY PORTFOLIOS invest in
                      common stocks and have exposure to stock market risk.
                      STOCK MARKET RISK is the possibility that stock prices in
                      general will decline over short or extended periods. The
                      Global Equity Portfolio also invests in stocks of
                      foreign-based companies, and has exposure to foreign stock
                      market risk and currency risk. FOREIGN SECURITIES' RISK is
                      influenced by differences in accounting and auditing
                      practices, in addition to the lower liquidity of foreign
                      stock markets. The Capital Growth Portfolio may invest a
                      significant portion of its assets in small capitalization
                      stocks, which may exhibit greater market volatility in the
                      short-term than larger capitalization stocks. Both
                      Portfolios are actively managed, and exposed to manager
                      risk. MANAGER RISK refers to the possibility that a
                      portfolio's investment adviser may fail to execute its
                      investment strategy effectively.                    PAGE 7
    
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THE VANGUARD
GROUP                 The Fund is a member of The Vanguard Group of Investment
                      Companies, a group of more than 30 investment companies
                      with more than 80 distinct investment portfolios and total
                      assets in excess of $130 billion. The Vanguard Group, Inc.
                      ("Vanguard"), a subsidiary jointly owned by The Vanguard
                      Funds, provides all corporate, management, administrative,
                      distribution and shareholder accounting services on an
                      at-cost basis to the Funds in the Group.           PAGE 12
    
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INVESTMENT
ADVISERS              The CAPITAL GROWTH PORTFOLIO receives investment advisory
                      services from Vanguard's Core Management Group. These
                      advisory services are provided to the Portfolio on an
                      at-cost basis. As a result, the Portfolio advisory costs
                      are substantially lower than the fees that would be
                      charged by an external adviser.
 
   
                      The GLOBAL EQUITY PORTFOLIO receives investment advisory
                      services from Baring Asset Management Limited. See
                      "Investment Advisers" for more information. Baring Asset
                      Management discharges its responsibilities subject to the
                      control of the Officers and Directors of the
                      Fund.                                              PAGE 13
    
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                                        2
<PAGE>   5
 
   
DIVIDENDS, CAPITAL
GAINS AND TAXES       Income is expected to be incidental to the objective of
                      each Portfolio. However, the Fund will distribute any
                      investment income in the form of dividends. The CAPITAL
                      GROWTH and GLOBAL EQUITY PORTFOLIOS will distribute net
                      dividends and capital gains, if any, annually. A sale of
                      shares of a Portfolio is a taxable event and may result in
                      a capital gain or loss. Dividend distributions, capital
                      gains distributions, and capital gains or losses from
                      redemptions and exchanges may be subject to federal, state
                      and local taxes.                                   PAGE 15
    
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PURCHASING
SHARES                You may purchase shares by mail, wire or exchange from
                      another Vanguard Fund. The minimum initial investment is
                      $3,000; the minimum for subsequent investments is $100.
                      There are no sales commissions or 12b-1 fees. Telephone
                      exchanges from some Vanguard Funds are permitted.  PAGE 20
    
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SELLING SHARES        You may redeem shares of each Portfolio in writing or by
                      telephone. The Capital Growth and Global Equity Portfolios
                      assess a 1% redemption fee on shares held less than 5
                      years. The price of each portfolio is expected to
                      fluctuate, and may at redemption be more or less than at
                      the time of initial purchase, resulting in a gain or
                      loss.                                              PAGE 22
    
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EXCHANGING
SHARES                You may exchange a Portfolio's shares for those of the
                      other Portfolio of the Fund or other Vanguard Funds. An
                      exchange from the Capital Growth and Global Equity
                      Portfolios will be subject to a 1% redemption fee on
                      shares held for less than 5 years.                 PAGE 24
    
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SERVICES TO
SHAREHOLDERS          The Fund offers special services: Fund Express, for
                      electronic transfers between the Fund and your bank
                      account; Tele-Account, for 24-hour telephone access to
                      your Fund account balances and certain transactions;
                      Direct Deposit, for automatic deposit of payroll checks;
                      Average Cost Statement, for determination of the average
                      cost of shares redeemed for tax purposes; and Dividend
                      Express for automatic transfer of dividends and/or capital
                      gains to a bank account.                           PAGE 27
    
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SPECIAL
CONSIDERATIONS        (1) Each Portfolio may invest a portion of its assets in
                          futures contracts, options, convertible securities and
                          swap agreements.                               PAGE 10
    
   
                      (2) Each Portfolio may invest in short-term fixed income
                          securities.                                    PAGE 10
    
   
                      (3)Each Portfolio may lend its securities.         PAGE 11
    
   
                      (4) Each Portfolio may borrow money.               PAGE 12
    
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                                        3
<PAGE>   6
 
FUND
EXPENSES              The following table illustrates all expenses and fees you
                      would incur as a shareholder of the Capital Growth and
                      Global Equity Portfolios. The expenses and fees set forth
                      below are estimates for the Portfolios' first full year of
                      operations, since the Fund had not commenced operations as
                      of the date of this Prospectus.
 
   
<TABLE>
<CAPTION>
                                                   SHAREHOLDER                             CAPITAL      GLOBAL
                                                   TRANSACTION                             GROWTH       EQUITY
                                                     EXPENSES                             PORTFOLIO    PORTFOLIO
                           ------------------------------------------------------------   --------     --------
                           <S>                                                            <C>          <C>
                           Sales Load Imposed on Purchases.............................      None         None
                           Sales Load Imposed on Reinvested Dividends..................      None         None
                           Redemption Fees:
                             shares held less than 5 years.............................         1%           1%
                             shares held 5 years or more...............................      None         None
                           Exchange Fees...............................................      None*        None*
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 ANNUAL PORTFOLIO                          CAPITAL      GLOBAL
                            OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)     GROWTH       EQUITY
                           ------------------------------------------------------------   PORTFOLIO    PORTFOLIO
                                                                                          --------     --------
                           <S>                                                            <C>          <C>
                           Management & Administrative Expenses........................      0.30%        0.30%
                           Investment Advisory Fees....................................      0.02         0.35
                           12b-1 Fees..................................................      None         None
                           Other Expenses
                             Distribution Costs........................................      0.02%        0.02%
                             Miscellaneous Expenses....................................      0.06         0.12
                           Total Other Expenses........................................      0.08         0.14
                                                                                          --------     --------
                               TOTAL
                               OPERATING
                               EXPENSES................................................      0.40%        0.79%
                                                                                          --------     --------
                                                                                          --------     --------
</TABLE>
    
 
   
                      * An exchange of shares held less than five years is
                        subject to a 1% redemption fee.
    
 
                      The purpose of this table is to assist you in
                      understanding the various costs and expenses that you
                      would bear directly or indirectly as an investor in the
                      Capital Growth and Global Equity Portfolios.
 
1% REDEMPTION FEE     The Capital Growth and Global Equity Portfolios are
                      intended for long-term investors who can withstand
                      substantial price fluctuation. For this reason, the
                      Portfolios will assess a 1% redemption fee on shares that
                      are redeemed or exchanged out before they have been held
                      for five years. Solely for purposes of calculating the
                      five-year holding period the Portfolios will use the
                      "first-in, first-out" (FIFO) method. That is, the date of
                      the redemption or exchange will be compared to the
                      earliest purchase date. If this holding period is less
                      than five years, the fee will be assessed. The fee will be
                      prorated if a portion of the shares being redeemed or
                      exchanged has been held for more than five years. This fee
                      will not apply to dividend or capital gain reinvestment
                      and it is paid directly to the Portfolios. IN THE EVENT OF
                      AN EARLY REDEMPTION DUE TO A SHAREHOLDER'S DEATH, ALL
                      REDEMPTION FEES WILL BE WAIVED. IN ORDER TO SUBSTANTIATE
                      THE DEATH, A CERTIFIED COPY OF THE DEATH CERTIFICATE MUST
                      BE PROVIDED.
 
                                        4
<PAGE>   7
 
                      The following example illustrates the expenses that you
                      would incur on a $1,000 investment over various periods,
                      assuming (1) a 5% annual rate of return and (2) redemption
                      at the end of each period.
 
<TABLE>
<CAPTION>
                                                                              1 YEAR     3 YEARS
                                                                              ------     -------
                        <S>                                                   <C>        <C>
                        Capital Growth Portfolio............................   $ 15        $24
                        Global Equity Portfolio.............................   $ 18        $37
</TABLE>
 
                      THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                      PAST OR FUTURE EXPENSES OR PERFORMANCE. ACTUAL EXPENSES
                      MAY BE HIGHER OR LOWER THAN THOSE SHOWN.
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YIELD AND
TOTAL RETURN          From time to time the Portfolios may advertise their yield
                      and total return. Both yield and total return figures are
                      based on historical earnings and are not intended to
                      indicate future performance. The "total return" of the
                      Portfolios refers to the average annual compounded rates
                      of return over one-, five-, and ten-year periods or for
                      the life of the Portfolios (as stated) that would equate
                      an initial amount invested at the beginning of a stated
                      period to the ending redeemable value of the investment,
                      assuming the reinvestment of all dividend and capital gain
                      distributions.
 
                      In accordance with industry guidelines set forth by the
                      U.S. Securities and Exchange Commission, the "30-day
                      yield" of a Portfolio is calculated by dividing net
                      investment income per share earned during the 30-day
                      period by the net asset value per share on the last day of
                      the period. Net investment income includes interest and
                      dividend income earned on the Portfolio's securities; it
                      is net of all expenses and all recurring and nonrecurring
                      charges that have been applied to all shareholder
                      accounts. The yield calculation assumes that net
                      investment income earned over 30 days is compounded
                      monthly for six months and then annualized. Methods used
                      to calculate advertised yields are standardized for all
                      stock and bond mutual funds. However, these methods differ
                      from the accounting methods used by the Portfolios to
                      maintain its books and records, and so the advertised
                      30-day yield may not fully reflect the income paid to your
                      own account or the yield reported in a Portfolio's report
                      to shareholders.
 
                      Also, the Portfolios may compare their performance to
                      that of various stock market indices, including, but not
                      limited to, the Standard & Poor's Composite Stock Price
                      Index.
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INVESTMENT
OBJECTIVES            The Fund is an open-end diversified investment company.
                      While the two Portfolios of the Fund differ in strategy
                      and investment policy, they share a common objective: to
                      provide long-term total return for shareholders. The
                      Portfolios are geared towards investors who have a
                      long-term investment horizon. To that end, both Portfolios
                      will assume above-average risk in exchange for the
                      potential of above-average return, although there is no
                      assurance that either Portfolio will achieve above-average
                      returns.
 
                      Neither an investment in the Fund, nor its Portfolios
                      should be assumed to represent a total investment program.
                      Instead, investors are encouraged to consider
 
                                        5
<PAGE>   8
 
                      a prudent allocation of their investments among other
                      asset classes, such as equities of established domestic
                      companies; bonds and cash reserves.
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INVESTMENT
POLICIES              Both Portfolios invest primarily in common stocks that are
                      deemed to have attractive relative total return potential.
                      The Portfolios are managed without regard to tax
                      ramifications.
 
CAPITAL GROWTH
PORTFOLIO             The Capital Growth Portfolio invests primarily in common
                      stocks that are considered undervalued by the investment
                      adviser. Vanguard's Core Management Group utilizes a
                      quantitative approach to identify, from a large universe
                      of companies, those common stocks with the best relative
                      total return potential. The Portfolio will generally be
                      diversified across a broad range of industries; however,
                      the investment adviser may either overweight or
                      underweight certain industries. The Portfolio will be
                      primarily invested in medium and small capitalization
                      stocks; however, the emphasis on these size
                      classifications may vary, depending on Core Management's
                      determination of their relative attractiveness. Large
                      capitalization stocks may also be included if they are
                      deemed to be relatively attractive. Similarly, both
                      "value" and "growth" stocks will usually be included in
                      the Portfolio; however, the percentages invested in either
                      may vary over time as their relative attractiveness
                      changes. Among the characteristics emphasized in stock
                      selection are (i) market liquidity; (ii) low volatility;
                      and (iii) financial strength relative to other stocks.
 
GLOBAL EQUITY
PORTFOLIO
                      The Global Equity Portfolio seeks to diversify its assets
                      among stocks traded in the U.S. and developed foreign
                      stock markets, as well as emerging stock markets. The
                      Portfolio will generally limit the emerging market
                      holdings to 25%. The Portfolio seeks to diversify among
                      foreign markets including Japan, the United Kingdom,
                      Germany, France, Switzerland, the Netherlands, Sweden,
                      Australia, and Hong Kong, as well as emerging markets,
                      such as Brazil, India, Indonesia, Korea, Mexico, the
                      Philippines and Thailand. Under normal market conditions,
                      the Portfolio will invest at least 65% of its assets in at
                      least three different countries. The Portfolio's adviser
                      determines country allocations for the Global Equity
                      Portfolio based on economic trends, valuation levels, and
                      earnings growth relative to other markets.
 
                      The Global Equity Portfolio stock selection is guided by
                      weighing the (i) growth, (ii) valuation, and (iii)
                      liquidity of equity securities of U.S. and foreign-based
                      companies. The Portfolio's adviser believes that both the
                      allocation of the Portfolio's assets across foreign stock
                      markets, and the selection of stocks are important in
                      managing a global equity portfolio.
 
                      Besides investing in equity securities, the Global Equity
                      Portfolio may also enter into forward foreign currency
                      exchange contracts in order to protect against
                      fluctuations in exchange rates. See "Implementation of
                      Policies" for a description of such contracts.
 
BOTH PORTFOLIOS       Each Portfolio is expected to remain substantially fully
                      invested in equity securities. However, the proportion of
                      cash reserves held by a Portfolio may increase if the
                      adviser feels that a conservative investment posture is
                      warranted.
 
                                        6
<PAGE>   9
 
                      Each Portfolio of the Fund is authorized to invest in
                      stock index futures, options and swap agreements to a
                      limited extent. Each Portfolio is permitted to hold equity
                      securities other than common stock, such as debentures or
                      preferred stock that is convertible into common stock. See
                      "Implementation of Policies" for a description of these
                      and other investment practices of the Fund.
 
                      The investment objectives and policies of the Fund are not
                      fundamental and so may be changed by the Board of
                      Directors without shareholder approval. However,
                      shareholders would be notified prior to a material change
                      in either.
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INVESTMENT RISKS      As mutual funds investing primarily in common stocks, the
                      Portfolios are subject to market risk -- i.e., the
                      possibility that stock prices in general will decline over
                      short or even extended periods. Stock markets tend to be
                      cyclical, with periods when stock prices generally rise
                      and periods when stock prices generally decline.
 
INVESTORS ARE EXPOSED
TO THE MARKET RISK
OF STOCKS
                      To illustrate the volatility of U.S. stock prices as an
                      indicator of the market risk for the Capital Growth
                      Portfolio, the following table sets forth the extremes for
                      the U.S. stock market returns as well as the average
                      return for the period from 1926 to 1993, as measured by
                      the Standard & Poor's 500 Composite Stock Price Index:
 
<TABLE>
<CAPTION>
                                    AVERAGE ANNUAL U.S. STOCK MARKET RETURNS (1926-1993)
                                                 OVER VARIOUS TIME HORIZONS

                                                   1 YEAR     5 YEARS     10 YEARS     20 YEARS
                                                   ------     -------     --------     --------
                             <S>                   <C>        <C>         <C>          <C>
                             Best                  +53.9 %     +23.9%       +20.1%       +16.9%
                             Worst                 -43.4       -12.5        - 0.9        + 3.1
                             Average               +12.3       +10.3        +10.6        +10.6
</TABLE>
 
   
                      As shown, stocks have provided annual total returns
                      (capital appreciation plus dividend income) averaging
                      +10.6% for all 10-year periods from 1926 to 1993. While
                      this average return can be used as a guide for setting
                      reasonable expectations for future stock market returns,
                      it may not be useful for forecasting future returns in any
                      particular period, as stock market returns are quite
                      volatile from year to year. The return in individual years
                      has varied from a low of -43.4% to a high of +53.9%,
                      reflecting the short-term volatility of stock prices. The
                      Capital Growth Portfolio may be expected to involve
                      greater market risk than the Standard & Poor's 500
                      Composite Stock Price Index, and should not be expected to
                      mirror the return provided by the index.
    
 
SMALL COMPANY STOCKS
MAY EXHIBIT GREATER
VOLATILITY
                      The Capital Growth Portfolio emphasizes stocks of
                      companies with medium and small market capitalization.
                      Many such stocks have historically been more volatile in
                      price than the stock market as a whole. Among the likely
                      reasons for the greater price volatility of small company
                      stocks are the less certain growth prospects of smaller
                      firms, a lower degree of liquidity in the markets for such
                      stocks, and the small to negligible dividends generally
                      paid by small companies. Besides exhibiting greater
                      volatility, small- and mid-cap stocks have at times
                      fluctuated in value independently of the broad stock
                      market.
 
                      Investors should therefore expect that small- and mid-cap
                      stocks (and hence the Portfolio's investments) may be more
                      volatile than the stocks of more established
 
                                        7
<PAGE>   10
 
                      companies. Investors should expect the Portfolio's return
                      to be more volatile than that of equities as a group.
 
INTERNATIONAL MARKETS
ARE EXPECTED TO BE
MORE VOLATILE
                      International Markets may offer potential for
                      above-average growth. However, commensurate with that
                      opportunity for a greater return lies greater risk. Risk
                      factors unique to international investing are the
                      volatility of a country's financial markets, a country's
                      political and economic climate, and the value of its
                      currency.
 
                      Investments in foreign stock markets can be as volatile,
                      if not more volatile, than investments in U.S. markets.
                      However, a diversified portfolio of U.S. and foreign
                      stocks may have volatility similar to that of a
                      diversified U.S. stock portfolio.
 
                      To illustrate the volatility of global stock prices as an
                      indicator of the market risk for the Global Equity
                      Portfolio, the following table sets forth the extremes for
                      some world markets from 1970 to 1993, as measured by the
                      Morgan Stanley Capital International World Index:
 
<TABLE>
<CAPTION>
                                    AVERAGE ANNUAL MORGAN STANLEY CAPITAL INTERNATIONAL
                                              WORLD INDEX RETURNS (1970-1993)
                                                 OVER VARIOUS TIME HORIZONS

                                                   1 YEAR     5 YEARS     10 YEARS     20 YEARS
                                                   ------     -------     --------     --------
                             <S>                   <C>        <C>         <C>          <C>
                             Best                  42.8%       27.9%        19.9%        13.3%
                             Worst                 -24.5%      -1.3%         6.4%        10.9%
                             Average               13.0%       12.6%        13.9%        12.3%
</TABLE>
 
                      The chart shows average annual returns, without respect
                      to the effect of taxes. As shown, global stocks have
                      provided an average annual total return of 13.9% for 10
                      years. The returns in individual years has varied from a
                      low of -24.5% to a high of 42.8%, which reflects the
                      short-term volatility of stock prices. The figures on
                      total return and stock market volatility are provided
                      here only as a guide to potential market risk, and may
                      not be useful for forecasting future returns in any
                      particular period.
 
                      The Morgan Stanley Capital International (MSCI) World
                      Index primarily contains return figures for developed
                      countries; whereas, the Global Equity Portfolio may invest
                      25% of its holdings in emerging market securities.
                      Emerging market countries traditionally provide greater
                      returns, but with substantially greater volatility. The
                      Portfolio is likely to differ in terms of portfolio
                      composition from the MSCI World Index, and so the
                      performance of the Global Equity Portfolio should not be
                      expected to mirror the return provided by the index.
 
FOREIGN SECURITIES'
RISK                  For U.S. investors, the returns of foreign investments,
                      such as the non-domestic equity securities held by the
                      Global Equity Portfolio, are influenced by not only the
                      returns on foreign common stocks themselves, but also by
                      currency risk -- i.e., changes in the value of the
                      currencies in which the stocks are denominated. In a
                      period when the U.S. dollar generally rises against
                      foreign currencies, the returns on foreign stocks for a
                      U.S. investor will be diminished. By contrast, in a period
                      when the U.S. dollar generally declines, the returns on
                      foreign stocks will be enhanced.
 
                                        8
<PAGE>   11
 
                      Other risks and considerations of international investing
                      include the following: differences in accounting, auditing
                      and financial reporting standards; generally higher
                      commission rates on foreign portfolio transactions;
                      smaller trading volumes and generally lower liquidity of
                      foreign stock markets, which may result in greater price
                      volatility; foreign withholding taxes payable on the
                      Portfolio's foreign securities, which may reduce dividend
                      income payable to shareholders; the possibility of
                      expropriation or confiscatory taxation; adverse changes in
                      investment or exchange control regulations; difficulty in
                      obtaining a judgment from a foreign court; political
                      instability which could affect U.S. investment in foreign
                      countries; and potential restrictions on the flow of
                      international capital.
 
THE FUND IS ALSO
SUBJECT TO
MANAGER RISK          The investment advisers manage their respective Portfolios
                      "actively" in an effort to provide long-term returns that
                      exceed those of comparable unmanaged indexes. However, the
                      Portfolios entail the risk that managers will underperform
                      such indexes. The adviser to the Capital Growth Portfolio
                      selects stocks primarily based on quantitative models. The
                      adviser for the Global Equity Portfolio selects stocks
                      based on economic, financial and market analysis and
                      investment judgment. Both Portfolios are exposed to
                      manager risk. MANAGER RISK refers to the possibility that
                      the Portfolio's investment adviser may fail to execute its
                      investment strategy effectively. As a result, the
                      Portfolio may fail to achieve its stated objective.
- --------------------------------------------------------------------------------
 
WHO SHOULD INVEST
LONG-TERM
INVESTORS SEEKING
MAXIMUM TOTAL RETURN  The Portfolios are designed for investors who have a
                      long-term (five years or longer) investment horizon. The
                      CAPITAL GROWTH and GLOBAL EQUITY PORTFOLIOS are designed
                      for investors with the perspective, patience and financial
                      resources to assume above-average risk and volatility for
                      the potential of achieving above-average return. Investors
                      in the Portfolios should be able to tolerate sudden,
                      sometimes substantial fluctuations in the value of their
                      investments. Each Portfolio's share price is expected to
                      be volatile.
 
                      The GLOBAL EQUITY PORTFOLIO is designed for long-term
                      investors who seek an actively-managed approach to
                      investing in a diversified portfolio of common stock of
                      U.S. and foreign-based companies. Investors in the Global
                      Equity Portfolio should be cognizant of the unique risks
                      of international investing, including their exposure to
                      currency fluctuations.
 
                      Because of the risks associated with common stock
                      investments, the Capital Growth and Global Equity
                      Portfolios are intended to be long-term investment
                      vehicles and are not designed to provide investors with a
                      means of speculating on short-term market movements.
                      Investors who engage in excessive account activity
                      generate additional costs which are borne by all of the
                      Fund's shareholders. In order to minimize such costs, the
                      Fund has adopted the following policies. The Fund reserves
                      the right to reject any purchase request (including
                      exchange purchases from other Vanguard portfolios) that is
                      reasonably deemed to be disruptive to efficient portfolio
                      management, either because of the timing of the investment
                      or previous excessive trading by the investor.
                      Additionally, the Fund has adopted exchange privilege
                      limitations as described in the section entitled "Exchange
 
                                        9
<PAGE>   12
 
                      Privilege Limitations." Finally, the Fund reserves the
                      right to suspend the offering of its shares.
 
                      No assurance can be given that the Portfolios of the Fund
                      will attain their objectives or that shareholders will be
                      protected from the risk of loss that is inherent in equity
                      investing. Investors may wish to reduce the potential risk
                      of investing in the Portfolios by purchasing shares on a
                      periodic basis (dollar-cost averaging) rather than making
                      an investment in one lump sum.
 
                      The Fund is not intended as a complete investment program.
                      Most investors should maintain diversified holdings of
                      securities with different risk characteristics --
                      including common stocks, bonds and money market
                      instruments. Investors may also wish to complement an
                      investment in the Fund with other types of common stock
                      investments.
- --------------------------------------------------------------------------------
 
IMPLEMENTATION
OF POLICIES
BOTH PORTFOLIOS MAY
INVEST IN SHORT-TERM
FIXED-INCOME
SECURITIES
                      Each Portfolio will generally remain fully invested in
                      common stock. The Portfolios of the Fund may invest
                      temporarily in certain short-term fixed income securities
                      for defensive purposes. Such securities may be used to
                      invest uncommitted cash balances or to maintain liquidity
                      to meet shareholder redemptions. Although it is not
                      expected to do so, the Fund may invest up to 100% of its
                      assets in such securities. These securities include:
                      obligations of the United States Government and its
                      agencies or instrumentalities; commercial paper, bank
                      certificates of deposit, and bankers' acceptances; and
                      repurchase agreements collateralized by these securities.
 
BOTH PORTFOLIOS MAY
USE FUTURES CONTRACTS,
OPTIONS AND WARRANTS,
CONVERTIBLE SECURITIES
AND SWAP AGREEMENTS   Each Portfolio of the Fund may utilize stock futures
                      contracts, options, including puts and calls, warrants,
                      convertible securities and swap agreements to a limited
                      extent. Each Portfolio may use over-the-counter options
                      when exchange traded options do not exist. Specifically,
                      each Portfolio may enter into futures contracts and
                      options provided that not more than 5% of their assets are
                      required as a margin deposit for futures contracts or
                      options, and provided that not more than 20% of a
                      Portfolio's assets are invested in futures and options at
                      any time. Additionally, both Portfolios' investments in
                      warrants will not exceed more than 15% of their assets.
                      Futures contracts, options, warrants, convertible
                      securities and swap agreements may be used for several
                      reasons: to simulate full investment while retaining a
                      cash balance for fund management purposes, to facilitate
                      the portfolio management process, or to reduce transaction
                      costs. While each of these instruments can be used as
                      leveraged investments, the Portfolios will not use them to
                      leverage their net assets.
 
FUTURES CONTRACTS,
OPTIONS, WARRANTS,
CONVERTIBLE SECURITIES
AND SWAP AGREEMENTS
POSE CERTAIN RISKS    The risk of loss associated with 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 an immediate and substantial loss or gain.
                      However, the Portfolios will not use futures contracts,
                      options, warrants, convertible securities and swap
                      agreements for speculative purposes or to leverage their
                      net assets. Accordingly the primary risks associated with
                      the use of futures contracts, options, including puts and
                      calls, warrants, convertible securities and swap
                      agreements by the Portfolio are: (i) imperfect correlation
                      between the change
 
                                       10
<PAGE>   13
 
                      in market value of the stocks held by a Portfolio and the
                      prices of futures contracts, options, warrants,
                      convertible securities and swap agreements; (ii) the risk
                      that the investment advisers will incorrectly predict
                      stock market and interest rate trends; and (iii) possible
                      lack of a liquid secondary market for a futures contract
                      and the resulting inability to close a futures position
                      prior to its maturity date. The risk of imperfect
                      correlation will be minimized by investing only in those
                      contracts whose behavior is expected to resemble that of a
                      Portfolio's underlying securities. The risk that a
                      Portfolio will be unable to close out a futures position
                      will be minimized by entering into such transactions on an
                      exchange with an active and liquid secondary market.
                      However, options, warrants, convertible securities and
                      swap agreements purchased or sold over-the-counter may be
                      less liquid than exchange traded securities. Illiquid
                      securities, in general, may not represent more than 15% of
                      the net assets of a Portfolio of the Fund.
 
                      Swap agreements are contracts between parties in which one
                      party agrees to make payments to the other party based on
                      the change in market value of a specified index or asset.
                      In return, the other party agrees to make payments to the
                      first party based on the return of a different specified
                      index or asset. Although swap agreements entail the risk
                      that a party will default on its payment obligations the
                      Portfolios will minimize this risk by entering into
                      agreements that mark to market no less frequently than
                      quarterly. Swap agreements also bear the risk that the
                      Portfolios will not be able to meet their obligations to
                      the counterparty. This risk will be mitigated by having
                      the Portfolios invest in the specific asset for which they
                      are obligated to pay a return. Swap agreements are
                      considered illiquid, and are therefore subject to the 15%
                      limitation on illiquid securities described in the
                      Statement of Additional Information.
 
BOTH PORTFOLIOS MAY
LEND THEIR SECURITIES
                      Both Portfolios of the Fund may lend their investment
                      securities to qualified institutional investors for either
                      short-term or long-term periods for the purpose of
                      realizing additional income. Loans or securities by a
                      Portfolio will be collateralized by cash, letters of
                      credit, or securities issued or guaranteed by the U.S.
                      Government or its agencies. The collateral will equal at
                      least 100% of the current market value of the loaned
                      securities, and such loans may not exceed 33 1/3% of the
                      value of the Portfolio's net assets.
 
BOTH PORTFOLIOS MAY
OWN RESTRICTED
SECURITIES
                      Both Portfolios of the Fund may own restricted securities
                      to a limited extent. Restricted securities are securities
                      which are subject to restrictions upon sale under the
                      Securities Act of 1933. Each Portfolio may invest up to
                      15% of its net assets in restricted securities. (Included
                      within this limit are restricted securities and, other
                      securities for which price quotations are not readily
                      available.)
 
THE GLOBAL EQUITY
PORTFOLIO MAY ENTER
INTO FORWARD CURRENCY
CONTRACTS             The Global Equity Portfolio may enter into forward foreign
                      currency exchange contracts. Such contracts are used to
                      protect the Portfolio's securities against uncertainty in
                      the level of future foreign exchange rates.
 
                      A forward foreign currency exchange contract is an
                      obligation to purchase or sell a specific currency at a
                      future date, which may be any fixed number of days from
                      the date of the contract agreed upon by the parties, at a
                      price set at the time of the
 
                                       11
<PAGE>   14
 
                      contract. The contracts may be bought or sold to protect
                      the Portfolio to a limited extent, against adverse changes
                      in exchange rates between foreign currencies and the U.S.
                      dollar. Such contracts, which protect the value of a
                      Portfolio's investment securities against a decline in the
                      value of a currency, do not eliminate fluctuations in the
                      underlying prices of the securities. They simply establish
                      an exchange rate at a future date. Also, although such
                      contracts tend to minimize the risk of loss due to a
                      decline in the value of a hedged currency, at the same
                      time they tend to limit any potential gain that might be
                      realized should the value of such currency increase.
 
PORTFOLIO TURNOVER    Although both Portfolios seek to invest for the long term,
                      they retain the right to sell securities irrespective of
                      how long they have been held. The annual Portfolio
                      turnover of the CAPITAL GROWTH PORTFOLIO is anticipated to
                      be between 100% and 150%. The GLOBAL EQUITY PORTFOLIO'S
                      annual Portfolio turnover is expected to be between 50%
                      and 100%.
 
                      A turnover rate of 100% would occur, for example, if all
                      the securities of a Portfolio were replaced within one
                      year. Higher portfolio turnover rates generally result in
                      increased brokerage commissions and the realization of
                      higher capital gains, which may make these Portfolios
                      suitable for the tax-deferred portion of an investment
                      portfolio rather than the fully taxable portion. Both
                      Portfolios are managed without regard to tax
                      ramifications.
- --------------------------------------------------------------------------------
 
INVESTMENT
LIMITATIONS
THE FUND HAS ADOPTED
CERTAIN FUNDAMENTAL
LIMITATIONS
                      Each Portfolio has adopted certain limitations designed to
                      reduce its exposure to specific situations. Some of these
                      limitations are that a Portfolio will not:
 
                      (a) with respect to 75% of the value of its total assets,
                          invest more than 5% of its assets in the securities of
                          any single issuer (other than obligations issued or
                          guaranteed as to principal and interest by the U.S.
                          Government, its agencies or instrumentalities);
                      (b) with respect to 75% of the value of its total assets,
                          purchase more than 10% of the voting securities of any
                          issuer;
                      (c) invest more than 25% of its assets in any one
                          industry; and
                      (d) borrow money except from banks for temporary or
                          emergency purposes, and in no event in excess of 15%
                          of the market value of its total assets.
 
                      These investment limitations are considered at the time
                      investment securities are purchased. The limitations
                      described here and in the Statement of Additional
                      Information are fundamental, and may only be changed with
                      the approval of a majority of each Portfolio's
                      shareholders.
- --------------------------------------------------------------------------------
 
MANAGEMENT
OF THE FUND
VANGUARD
ADMINISTERS
AND DISTRIBUTES
THE FUND              The Fund is a member of The Vanguard Group of Investment
                      Companies, a family of more than 30 investment companies
                      with more than 80 distinct portfolios and total assets in
                      excess of $130 billion. Through their jointly-owned
                      subsidiary, The Vanguard Group, Inc. ("Vanguard"), the
                      Fund and the other funds in the Group obtain at cost
                      virtually all of their corporate management,
                      administrative and distribution services. Vanguard also
                      provides investment advisory services on an at-cost basis
                      to certain funds. As a result of Vanguard's unique
                      corporate structure,
 
                                       12
<PAGE>   15
 
                      the Vanguard funds have costs substantially lower than
                      those of most competing mutual funds. In 1993, the average
                      expense ratio (annual costs including advisory fees
                      divided by total net assets) for the Vanguard funds
                      amounted to approximately .30% compared to an average of
                      1.02% for the mutual fund industry (data provided by
                      Lipper Analytical Services).
 
                      The Officers of the Fund manage its day-to-day operations
                      and are responsible to the Fund's Board of Directors. The
                      Directors set broad policies for the Fund and chose its
                      Officers. A list of the Directors and Officers of the Fund
                      and a statement of their present positions and principal
                      occupations during the past five years can be found in the
                      Statement of Additional Information.
 
                      Vanguard employs a supporting staff of management and
                      administrative personnel needed to provide the requisite
                      services to the funds and provides the funds with
                      necessary office space, furnishings and equipment.
 
                      Each Fund pays its share of Vanguard's total expenses,
                      which are allocated among the funds under methods approved
                      by the Board of Directors (Trustees) of each fund. In
                      addition, each fund bears its own direct expenses, such as
                      legal, auditing and custodial fees.
 
                      Vanguard provides distribution and marketing services to
                      the funds. The funds are available on a no-load basis,
                      (i.e., there are no sales commissions or 12b-1 fees).
                      However, each fund bears its allocated share of the
                      Group's distribution costs.
- --------------------------------------------------------------------------------
 
INVESTMENT
ADVISERS
VANGUARD SERVES AS
ADVISER TO THE CAPITAL
GROWTH PORTFOLIO      The CAPITAL GROWTH PORTFOLIO receives investment advisory
                      services from VANGUARD'S CORE MANAGEMENT GROUP. The Core
                      Management Group also provides investment advisory
                      services to several other Vanguard Funds, including
                      Vanguard Index Trust, Vanguard International Equity Index
                      Fund, Vanguard Institutional Index Fund, Vanguard Balanced
                      Index Fund, the Equity Index Portfolio of the Vanguard
                      Variable Insurance Fund, the Growth and Income and Capital
                      Appreciation Portfolios and the equity portion of the
                      Balanced Portfolio of Vanguard Tax-Managed Fund, and a
                      portion of Vanguard/Windsor II and Vanguard/Morgan Growth
                      Fund, as well as to several indexed separate accounts.
                      Total assets under management by the Core Management Group
                      were $18.3 billion as of September 30, 1994. The Core
                      Management Group is supervised by the Officers of the
                      Fund. George U. Sauter, Vice President of the Core
                      Management Group and the Portfolio Manager of each of the
                      Funds managed by the Core Management Group, has served in
                      this capacity for each of the Vanguard Funds advised by
                      the Group since 1987, and utilizes a team approach to
                      manage the Portfolio's assets.
 
                      Vanguard's Core Management Group will provide advisory
                      services on an at-cost basis. In placing portfolio
                      transactions, Vanguard's Core Management Group uses its
                      best judgment to choose the broker most capable of
                      providing the brokerage services necessary to obtain the
                      best available price and most favorable execution at the
                      lowest commission rate. The full range and quality of
                      brokerage services available are considered in making
                      these determinations. In selecting broker-dealers to
                      execute securities transactions for the Portfolio,
                      consideration will be given to such factors as:
 
                                       13
<PAGE>   16
 
                      the price of the security; the rate of the commission; the
                      size and difficulty of the order; the reliability,
                      integrity, financial condition, general execution, and
                      operational capabilities of competing brokers-dealers; and
                      the brokerage and research services provided to the
                      Portfolio. In those instances where it is reasonably
                      determined that more than one broker can offer the
                      services needed to obtain the best available price and
                      most favorable execution, consideration may be given to
                      those brokers which supply statistical information and
                      provide other services in addition to execution services
                      to the Portfolio.
 
BARING ASSET
MANAGEMENT SERVE AS
ADVISER TO THE GLOBAL
EQUITY PORTFOLIO      The GLOBAL EQUITY PORTFOLIO is managed by BARING ASSET
                      MANAGEMENT LIMITED, 155 Bishopsgate, London. Baring Asset
                      Management was founded in 1762 and provides asset
                      management services to companies, institutions, and
                      individuals. As of September 30, 1994, Baring Asset
                      Management has more than $44 billion in assets under
                      management, and more than 100 investment professionals in
                      offices throughout the world.
 
                      The investment philosophy at Baring Asset Management is
                      that investing in growing economies and growing companies
                      at the right valuation leads to superior long-term
                      results. Baring Asset Management utilizes a regional
                      strategic team approach to portfolio management, where
                      each team consists of experienced members, who are
                      specialists, that conduct the necessary research for the
                      team. Philip Bullen, Director, has been designated as
                      portfolio manager for the assets of the Global Equity
                      Portfolio. He has 17 years of investment experience and
                      specializes in asset and country allocation. Mr. Bullen
                      joined Baring in 1977 as a U.S. Specialist. In July 1994,
                      he moved to Boston, further strengthening Baring's team
                      committed to North American clients. He received his MBA
                      from the City University Business School and holds a CFA
                      designation.
 
                      The Global Equity Portfolio pays Baring Asset Management
                      a basic fee at the end of each fiscal quarter, calculated
                      by applying a quarterly rate, based on the following
                      annual percentage rates, to the average month-end assets
                      of the Portfolio for the quarter:
 
<TABLE>
<CAPTION>
                                                  NET ASSETS                     ANNUAL
                                             ---------------------                RATE
                                                                                 ------
                                  <S>                                            <C>
                                  First $100 million                              0.35%
                                  Next $150 million                               0.30%
                                  Next $250 million                               0.25%
                                  Over $500 million                               0.20%
</TABLE>
 
                      The basic advisory fee may be increased or decreased by
                      applying an adjustment formula based on the investment
                      performance of the Portfolio relative to the Morgan
                      Stanley Capital International (MSCI) All Country Index.
                      The following table
 
                                       14
<PAGE>   17
 
   
                      sets forth the incentive/penalty adjustment to the basic
                      advisory fee payable by the Portfolio to Baring Asset
                      Management under the investment advisory agreement:
    
 
   
<TABLE>
<CAPTION>
                                CUMULATIVE THREE YEAR PERFORMANCE                  INCENTIVE/
                                    DIFFERENTIAL VS. THE MSCI                PENALTY FEE ADJUSTMENT
                                        ALL COUNTRY INDEX                    ----------------------
                        -------------------------------------------------
                        <S>                                                  <C>
                        Less than 3%                                            0.50 X Basic Fee
                        Between 3% and 6%                                       0.75 X Basic Fee
                        Between 6% and 9%                                       Basic Fee
                        Between 9% and 12%                                      1.25 X Basic Fee
                        More than 12%                                           1.50 X Basic Fee
</TABLE>
    
 
   
                      Under rules of the Securities and Exchange Commission, the
                      incentive/penalty fee adjustment will not be fully
                      operable until the quarter ending March 31, 1998, and
                      until that date, will be calculated according to certain
                      transition rules. A detailed description of the
                      incentive/penalty fee adjustment schedule for Baring Asset
                      Management and the applicable transition rules is
                      contained in the Statement of Additional Information.
                      Prior to December 31, 1995, the incentive/penalty fee will
                      not be in effect. Thereafter, the number of percentage
                      points by which the Portfolio's performance record from
                      January 1, 1995 must exceed or fall below that of the
                      Index will begin at --% for the quarter ending March 31,
                      1996 and will increase by --% for each quarter until the
                      arrangement is fully phased in.
    
 
                      The Portfolio has authorized Baring Asset Management to
                      pay higher commissions in recognition of brokerage
                      services felt necessary for the achievement of better
                      execution, provided the investment adviser believes this
                      to be in the best interest of the Portfolio. Although the
                      Portfolio does not market its shares through intermediary
                      brokers or dealers, the Portfolio may place orders for the
                      Portfolio with qualified broker-dealers who recommend the
                      Portfolio to clients, if the Officers of the Fund believe
                      that the quality of the transaction and the commission are
                      comparable to what they would be with other qualified
                      brokerage firms.
 
   
                      The Fund's Board of Trustees may, without the approval of
                      shareholders, provide for: (a) the employment of a new
                      investment adviser pursuant to the terms of a new advisory
                      agreement either as a replacement for an existing adviser
                      or as an additional adviser; (b) a change in the terms of
                      an advisory agreement; and (c) the continued employment of
                      an existing adviser on the same advisory contract terms
                      where a contract has been assigned because of a change in
                      control of the adviser. Any such change will only be made
                      upon not less than 30 days' prior written notice to
                      shareholders of the Fund which shall include substantially
                      the information concerning the adviser that would have
                      normally been included in a proxy statement. In the event
                      that such notice is given, the 1% redemption fee will be
                      waived for a period of 90 days.
    
- --------------------------------------------------------------------------------
 
DIVIDENDS, CAPITAL
GAINS AND TAXES       The Fund is expected to pay dividends annually from
                      ordinary income. Net capital gains distributions, if any,
                      will be made annually. In addition, to satisfy certain
                      distribution requirements of the Tax Reform Act of 1986,
                      the Fund may declare special year-end dividend and capital
                      gains distributions during the month of
 
                                       15
<PAGE>   18
 
                      December. Such distributions, if received by shareholders
                      by January 31, are deemed to have been paid by the Fund
                      and received by shareholders on December 31 of the prior
                      year.
 
                      Dividends and capital gains distributions may be
                      automatically reinvested or received in cash. See
                      "Choosing a Distribution Option" for a description of
                      these options.
 
                      The Fund intends to continue to qualify for taxation as a
                      "regulated investment company" under the Internal Revenue
                      Code so that it will not be subject to federal income tax
                      to the extent its income is distributed to shareholders.
                      Dividends paid by the Fund from net investment income,
                      whether received in cash or reinvested in additional
                      shares, will be taxable to shareholders as ordinary
                      income.
 
                      For corporate investors, dividends from net investment
                      income will generally qualify in part for the
                      intercorporate dividends-received deduction. However, the
                      portion of the dividends so qualified depends on the
                      aggregate taxable qualifying dividend income received by
                      the Fund from domestic (U.S.) sources.
 
                      Distributions paid by the Fund from long-term capital
                      gains, whether received in cash or reinvested in
                      additional shares, are taxable as long-term capital gains,
                      regardless of the length of time you have owned shares in
                      the Fund. Capital gains distributions are made when the
                      Fund realizes net capital gains on sales of portfolio
                      securities during the year. The Fund does not seek to
                      realize any particular amount of capital gains during a
                      year; rather, realized gains are a by-product of portfolio
                      management activities. Consequently, capital gains
                      distributions may be expected to vary considerably from
                      year to year; there will be no capital gains distributions
                      in years when the Fund realizes net capital losses.
 
                      Note that if you elect to receive capital gains
                      distributions in cash, instead of reinvesting them in
                      additional shares, you are in effect reducing the capital
                      at work for you in the Fund. Also, keep in mind that if
                      you purchase shares in the Fund shortly before the record
                      date for a dividend or capital gains distribution, a
                      portion of your investment will be returned to you as a
                      taxable distribution, regardless of whether you are
                      reinvesting your distributions or receiving them in cash.
 
                      The Fund will notify you annually as to the tax status of
                      its dividend and capital gains distribution.
 
THE GLOBAL EQUITY
PORTFOLIO MAY
"PASS THROUGH"
FOREIGN TAXES         The Global Equity Portfolio may elect to "pass through"
                      to the Portfolio's shareholders the amount of foreign
                      income taxes paid by the Portfolio. The Portfolio will
                      make such an election only if it deems it to be in the
                      best interests of its shareholders.
 
                      If this election is made, shareholders of the Portfolio
                      will be required to include in their gross income their
                      pro rata share of foreign taxes paid by the Portfolio.
                      However, shareholders will be able to treat their pro rata
                      share of foreign taxes as either an itemized deduction or
                      a foreign tax credit against U.S. income taxes (but not
                      both) on their tax return.
 
                                       16
<PAGE>   19
 
A CAPITAL GAIN OR
LOSS MAY BE REALIZED
UPON EXCHANGE OR
REDEMPTION            A sale of shares of the Funds is a taxable event and may
                      result in a capital gain or loss. A capital gain or loss
                      may be realized from an ordinary redemption of shares or
                      an exchange of shares between two mutual funds (or two
                      portfolios of a mutual fund).
 
                      Dividend distributions, capital gains distributions, and
                      capital gains or losses from redemptions and exchanges may
                      be subject to state and local taxes.
 
                      The Fund is required to withhold 31% of taxable
                      dividends, capital gains distributions, and redemptions
                      paid to shareholders who have not complied with IRS
                      taxpayer identification regulations. You may avoid this
                      withholding requirement by certifying on your Account
                      Registration Form your proper Social Security or Employer
                      Identification number and by certifying that you are not
                      subject to backup withholding.
 
                      The Fund has obtained a Certificate of Authority to do
                      business as a foreign corporation in Pennsylvania and does
                      business and maintains an office in that state. In the
                      opinion of counsel, the shares of the Fund are exempt from
                      Pennsylvania personal property taxes.
 
                      The tax discussion set forth on the previous page is
                      included for general information only. Prospective
                      investors should consult their own tax advisers concerning
                      the tax consequences of an investment in the Fund. The
                      Fund is managed without regard to tax ramifications.
- --------------------------------------------------------------------------------
 
THE SHARE PRICE
OF EACH PORTFOLIO     The Fund's share price or "net asset value" per share is
                      determined by dividing the total assets of the Fund, less
                      all liabilities, by the total number of shares
                      outstanding. The net asset value is calculated at the
                      close of regular trading (generally 4:00 p.m. Eastern
                      time) each day the New York Stock Exchange is open for
                      trading.
 
                      Market values for securities listed on an exchange are
                      based upon the latest quoted sales price as of 4:00 p.m.
                      Eastern time on the valuation date. Securities not traded
                      on the valuation date are valued at the mean of the latest
                      quoted bid and asked price. Securities not listed on an
                      exchange are valued at the latest quoted bid price.
                      Temporary cash investments are valued at cost which
                      approximates market value. All prices of listed securities
                      are taken from the exchange where the security is
                      primarily traded. 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. Securities for which market quotations are not
                      readily available or which are restricted as to sale and
                      other assets are valued by such methods as the Board of
                      Directors deems in good faith to reflect fair value.
 
                      All foreign securities are valued at the latest quoted
                      sales price available before the time when assets are
                      valued. Securities listed on a foreign exchange, as well
                      as American Depository Receipts ("ADRs"), which are traded
                      on U.S. exchanges are valued at the latest quoted sales
                      price available before the time when assets are valued.
                      Securities regularly traded in the over-the-counter market
                      for which market quotations are readily available will be
                      valued at the latest quoted bid price.
 
                                       17
<PAGE>   20
 
                      For purposes of determining the Global Equity Portfolio's
                      net asset value per share, all assets and liabilities,
                      initially expressed in foreign currencies, will be
                      translated into U.S. dollars at the bid prices of such
                      currencies, against U.S. dollars invested by major banks
                      as of 4:00 p.m. Central Europe time. If such quotations
                      are not available as of the close of the Exchange, the
                      rate of exchange will be determined in accordance with
                      policies established in good faith by the Board of
                      Directors.
 
                      The Fund's price per share can be found daily in the
                      mutual fund section of most major newspapers under the
                      heading of The Vanguard Group.
- --------------------------------------------------------------------------------
 
GENERAL
INFORMATION           Vanguard Horizon Fund, Inc. is a Maryland Corporation.
 
                      The authorized capital stock of the Fund consists of
                      1,000,000,000 shares at the par value of $.001 each. The
                      Board of Directors has the power to designate one or more
                      classes ("Portfolios") of shares of common stock and to
                      classify or reclassify any unissued shares with respect to
                      such Portfolios. Currently the Fund is offering two
                      classes of shares.
 
                      Annual meetings of shareholders will not be held except as
                      required by the Investment Company Act of 1940 and other
                      applicable law. An annual meeting will be held to vote on
                      the removal of a Director or Directors of the Fund if
                      requested in writing by the holders of not less than 10%
                      of the Fund.
 
                      The shares of the Funds are fully paid and nonassessable;
                      have no preferences as to conversion, exchange, dividends,
                      retirement or other features; and have no preemptive
                      rights. Such shares have noncumulative voting rights,
                      meaning that the holders of more than 50% of the shares
                      voting for the election of Directors can elect 100% of the
                      Directors if they so choose.
 
                      All securities and cash are held by -- . The Vanguard
                      Group, Inc., Valley Forge, PA, serves as the Fund's
                      Transfer and Dividend Disbursing Agent. Price Waterhouse
                      LLP serves as independent accountants for the Fund and
                      audits its financial statements annually. The Fund is not
                      involved in any litigation.
- --------------------------------------------------------------------------------
 
                                       18
<PAGE>   21
 
                               SHAREHOLDER GUIDE
 
OPENING AN
ACCOUNT AND
PURCHASING
SHARES                You may open a regular (non-retirement) account, either by
                      mail or wire. Simply complete and return an Account
                      Registration Form and any required legal documentation,
                      indicating the amount you wish to invest. Your purchase
                      must be equal to or greater than the $3,000 minimum
                      initial investment requirement ($500 for Uniform
                      Gifts/Transfers to Minors Act accounts). You must open a
                      new Individual Retirement Account by mail (IRAs may not be
                      opened by wire) using a Vanguard IRA Adoption Agreement.
                      Your purchase must be equal to or greater than the $500
                      minimum initial investment requirement, but no more than
                      $2,000 if you are making a regular IRA contribution.
                      Rollover contributions are generally limited to the amount
                      withdrawn within the past 60 days from an IRA or other
                      qualified Retirement Plan. If you need assistance with the
                      forms or have any questions about this Fund, please call
                      our Investor Information Department at 1-800-662-7447.
                      NOTE: For other types of account registrations (e.g.,
                      corporations, associations, other organizations, trusts or
                      powers of attorney), please call us to determine which
                      additional forms you may need.
 
                      Because of the risks associated with common stock
                      investments, the Fund is intended to be a long-term
                      investment vehicle and is not designed to provide
                      investors with a means of speculating on short-term stock
                      market movements. Consequently the Fund reserves the right
                      to reject any specific purchase (and exchange purchase)
                      request. The Fund also reserves the right to suspend the
                      offering of shares for a period of time.
 
                      The Portfolios' shares are purchased at the
                      next-determined net asset value after your investment has
                      been received. The Fund is offered on a no-load basis
                      (i.e., there are no sales commissions or 12b-1 fees).
 
IMPORTANT NOTE:
1% REDEMPTION FEE     Potential investors should note that a 1% redemption fee
                      is charged for the Capital Growth and Global Equity
                      Portfolios. This fee, which is paid directly to the
                      Portfolios, applies to redemptions from and exchanges from
                      the Portfolios of shares held for less than 5 years. IN
                      THE EVENT OF AN EARLY REDEMPTION DUE TO A SHAREHOLDER'S
                      DEATH, ALL REDEMPTION FEES WILL BE WAIVED. IN ORDER TO
                      SUBSTANTIATE THE DEATH, A CERTIFIED COPY OF THE DEATH
                      CERTIFICATE MUST BE PROVIDED. Please see "Fund Expenses"
                      for more information.
 
ADDITIONAL
INVESTMENTS           Subsequent investments to regular accounts may be made by
                      mail ($100 minimum), wire ($1,000 minimum), exchange from
                      another Vanguard Fund account, or Vanguard Fund Express.
                      Subsequent investments to Individual Retirement Accounts
                      may be made by mail ($100 minimum) or exchange from
                      another Vanguard Fund Account. In some instances,
                      contributions may be made by wire or Vanguard Fund
                      Express. Please call us for more information on these
                      topics.
- --------------------------------------------------------------------------------
 
                                       19
<PAGE>   22
 
   
<TABLE>
<S>                       <C>                                    <C>
                                                                 ADDITIONAL INVESTMENTS
                          NEW ACCOUNT                            TO EXISTING ACCOUNTS
PURCHASING BY MAIL        Please include the amount of your      ADDITIONAL INVESTMENTS SHOULD IN-
                          initial investment on the              CLUDE THE INVEST-BY-MAIL
Complete and sign the     registration form, make your check     REMITTANCE FORM ATTACHED TO YOUR
enclosed Account          payable to The Vanguard                FUND CONFIRMATION STATEMENTS.
Registration Form         Group -- (Portfolio Number) (see       PLEASE MAKE YOUR CHECK PAYABLE TO
                          below for the appropriate              The Vanguard Group -- (Portfolio
                          Portfolio number), and mail to:        Number) (see below for the
                                                                 appropriate Portfolio number),
                          VANGUARD FINANCIAL CENTER              write your account number on your
                          P.O. BOX 2600                          check and, using the return envel-
                          VALLEY FORGE, PA 19482                 ope provided, mail to the address
                                                                 indicated on the Invest-by-Mail
                                                                 Form.
For express or            VANGUARD FINANCIAL CENTER              All written requests should be
registered mail,          455 DEVON PARK DRIVE                   mailed to one of the addresses
send to:                  WAYNE, PA 19087                        indicated for new accounts. Do not
                                                                 send registered or express mail to
                                                                 the post office box address.
</TABLE>
    
 
   
                                  VANGUARD HORIZON FUND PORTFOLIO NUMBERS
                                  Capital Growth Portfolio --
                                  Global Equity Portfolio --
    
- --------------------------------------------------------------------------------
 
   
PURCHASING BY WIRE
Money should be
wired to:
BEFORE WIRING
Please contact
Client Services
(1-800-662-2739)                  CORESTATES BANK, N.A.
                                  AB 031000011
                                  CORESTATES NO. 01019897
                                  ATTN. VANGUARD
                                  VANGUARD HORIZON FUND
                                  ACCOUNT NUMBER
                                  ACCOUNT REGISTRATION
    
 
                      You should notify our Client Services Department of your
                      intended wire purchase, including the federal wire number
                      to be used, by 12:00 noon (Eastern Time).
 
                      To assure proper receipt, please be sure your bank
                      includes the name(s) of the Portfolio(s) selected, the
                      account number Vanguard has assigned to you and the eight
                      digit CoreStates number. If you are opening a new account,
                      please complete the Account Registration Form and mail it
                      to the "New Account" address above after completing your
                      wire arrangement. NOTE: Federal Funds wire purchase orders
                      will be accepted only when the Fund and Custodian Bank are
                      open for business.
- --------------------------------------------------------------------------------
 
PURCHASING BY
EXCHANGE (from a
Vanguard Account)     You may open a new account or purchase additional shares
                      by making an exchange from an existing Vanguard account.
                      However, the Fund reserves the right to refuse any
                      exchange purchase request. Call our Client Services
                      Department (1-800-662-2739) for assistance. The new
                      account will have the same registration as the existing
                      account.
- --------------------------------------------------------------------------------
 
                                       20
<PAGE>   23
 
   
PURCHASING BY
FUND EXPRESS
Special Purchase and
Automatic Investment  The Fund Express Special Purchase option lets you move
                      money from your bank account to your Vanguard account on
                      an "as needed" basis. Or if you choose the Automatic
                      Investment option, money will be moved automatically from
                      your bank account to your Vanguard account on the schedule
                      (monthly, bimonthly [every other month], quarterly or
                      yearly) you select. To establish these Fund Express
                      options, please provide the appropriate information on the
                      Account Registration Form. We will send you a confirmation
                      of your Fund Express service; please wait three weeks
                      before using the service.
    
- --------------------------------------------------------------------------------
 
CHOOSING A
DISTRIBUTION
OPTION
                      You must select one of three distribution options:
 
                      1. AUTOMATIC REINVESTMENT OPTION -- Both dividends and
                         capital gains distributions will be reinvested in
                         additional Portfolio shares. This option will be
                         selected for you automatically unless you specify one
                         of the other options.
 
                      2. CASH DIVIDEND OPTION -- Your dividends will be paid in
                         cash and your capital gains will be reinvested in
                         additional Portfolio shares.
 
                      3. ALL CASH OPTION -- Both dividend and capital gains
                         distributions will be paid in cash.
 
                      You may change your option by calling our Client Services
                      Department (1-800-662-2739).
 
                      In addition, an option to invest your cash dividends
                      and/or capital gains distributions in another Vanguard
                      Fund account is available. Please call our Client
                      Services Department (1-800-662-2739) for information. You
                      may also elect Vanguard Dividend Express which allows you
                      to transfer your cash dividends and/or capital gains
                      distributions automatically to your bank account. Please
                      see "Other Vanguard Services" for more information.
- --------------------------------------------------------------------------------
 
TAX CAUTION
INVESTORS SHOULD ASK
ABOUT THE TIMING OF
CAPITAL GAINS AND
DIVIDEND DISTRIBUTIONS
BEFORE INVESTING
                      Under Federal tax laws, the Fund is required to distribute
                      net capital gains and dividend income to Portfolio
                      shareholders. These distributions are made to all
                      shareholders who own Portfolio shares as of the
                      distribution's record date, regardless of how long the
                      shares have been owned. Purchasing shares just prior to
                      the record date could have a significant impact on your
                      tax liability for the year. For example, if you purchase
                      shares immediately prior to the record date of a sizable
                      capital gain or income dividend distribution, you will be
                      assessed taxes on the amount of the capital gain and/or
                      dividend distribution later paid even though you owned the
                      Portfolio shares for just a short period of time. (Taxes
                      are due on the distributions even if the dividend or gain
                      is reinvested in additional Portfolio shares.) While the
                      total value of your investment will be the same after the
                      distribution -- the amount of the distribution will offset
                      the drop in the NAV of the shares -- you should be aware
                      of the tax implications that the timing of your purchase
                      may have.
 
                      Prospective investors should, therefore, inquire about
                      potential distributions before investing. The Fund's
                      annual dividend income and capital gains distributions
 
                                       21
<PAGE>   24
 
                      normally occur in December. For additional information on
                      distributions and taxes, see the section entitled
                      "Dividends, Capital Gains and Taxes."
- --------------------------------------------------------------------------------
 
IMPORTANT
ACCOUNT
INFORMATION
OPTIONAL SERVICES     The easiest way to establish optional Vanguard services
                      on your account is to select the options you desire when
                      you complete your Account Registration Form. If you wish
                      to establish additional shareholder options for your
                      account at a later date, you may need to provide Vanguard
                      with additional information and a signature guarantee.
                      Please call our Client Services Department
                      (1-800-662-2739) for further assistance.
 
SIGNATURE
GUARANTEES            For our mutual protection, we may require a signature
                      guarantee on certain written transaction requests. A
                      signature guarantee verifies the authenticity of your
                      signature and may be obtained from banks, brokers and any
                      other guarantor that Vanguard deems acceptable. A
                      SIGNATURE GUARANTEE CANNOT BE PROVIDED BY A NOTARY PUBLIC.
 
CERTIFICATES
                      Share certificates will not be available for the Fund.
 
BROKER/DEALER
PURCHASES
                      If you purchase shares in Vanguard Funds through a
                      registered broker-dealer or investment adviser, the
                      broker-dealer or adviser may charge a service fee.
 
   
CANCELING TRADES      The Fund will not cancel any trade (e.g., purchase,
                      redemption or exchange) believed to be authentic, received
                      in writing or by telephone, once the trade request has
                      been received.
    
- --------------------------------------------------------------------------------
 
WHEN YOUR
ACCOUNT WILL
BE CREDITED           Your Trade Date is the date on which your account is
                      credited. If your purchase is made by check, Federal Funds
                      wire, or exchange, and is received by the regular close of
                      the New York Stock Exchange (generally 4:00 p.m. Eastern
                      time), your trade date is the day of receipt. If your
                      purchase is received after the close of the Exchange, your
                      trade date is the next business day. Your shares are
                      purchased at the net asset value determined on your trade
                      date. Vanguard will not accept third-party checks to open
                      an account. Please be sure your purchase check is made
                      payable to the Vanguard Group.
 
                      In order to prevent lengthy processing delays caused by
                      the clearing of foreign checks, Vanguard will only accept
                      a foreign check which has been drawn in U.S. dollars and
                      has been issued by a foreign bank with a U.S.
                      correspondent bank. The name of the U.S. correspondent
                      bank must be printed on the face of the foreign check.
- --------------------------------------------------------------------------------
 
SELLING YOUR
SHARES                You may withdraw any portion of the funds in your account
                      by redeeming shares at any time (see "Important Redemption
                      Information"). You may initiate a request by writing or by
                      telephoning. Your redemption proceeds are normally mailed
                      within two business days after the receipt of the request
                      in Good Order.
 
   
                      IMPORTANT NOTE: For investors in the Capital Growth and
                      Global Equity Portfolios, a redemption fee equalling 1% of
                      the value of the shares redeemed will be deducted from the
                      redemption proceeds if shares held for less than 5 years
                      are redeemed. This fee is paid directly to the Portfolio.
    
 
                                       22
<PAGE>   25
 
SELLING BY MAIL
                      Requests should be mailed to VANGUARD FINANCIAL CENTER,
                      VANGUARD HORIZON FUND, P.O. BOX 1120, VALLEY FORGE, PA
                      19482. (For express or registered mail, send your request
                      to Vanguard Financial Center, Vanguard Horizon Fund, 455
                      Devon Park Drive, Wayne, PA 19087.)
 
                      The redemption price of shares will be the Fund's net
                      asset value next determined after Vanguard has received
                      all required documents in Good Order.
- --------------------------------------------------------------------------------
 
DEFINITION OF
GOOD ORDER
                      GOOD ORDER means that the request includes the following:
 
                      1. The account number and Portfolio name.
                      2. The amount of the transaction (specified in dollars or
                      shares).
                      3. Signatures of all owners EXACTLY as they are registered
                         on the account.
                      4. Any required signature guarantees.
                      5. Other supporting legal documentation that might be
                         required in the case of estates, corporations, trusts,
                         and certain other accounts.
 
                      IF YOU HAVE QUESTIONS ABOUT THIS DEFINITION AS IT PERTAINS
                      TO YOUR REQUEST, PLEASE CALL OUR CLIENT SERVICES
                      DEPARTMENT AT 1-800-662-2739.
- --------------------------------------------------------------------------------
 
SELLING BY
TELEPHONE
                      To sell shares by telephone, you or your pre-authorized
                      representative may call our Client Services Department at
                      1-800-662-2739. The proceeds will be sent to you by mail.
                      Please see "Important Information About Telephone
                      Transactions."
- --------------------------------------------------------------------------------
 
   
SELLING BY FUND
EXPRESS
Automatic Withdrawal
& Special Redemption  If you select the Fund Express Automatic Withdrawal
                      option, money will be automatically moved from your
                      Vanguard Fund account to your bank account according to
                      the schedule you have selected. The Special Redemption
                      option lets you move money from your Vanguard account to
                      your bank account on an "as needed" basis. To establish
                      these Fund Express options, please provide the
                      appropriate information on the Account Registration Form.
                      We will send you a confirmation of your Fund Express
                      service; please wait three weeks before using the
                      service. The redemption fee described on pages 19 and 22
                      applies to redemption by Fund Express.
    
- --------------------------------------------------------------------------------
 
   
SELLING BY EXCHANGE   You may sell shares of the Fund by making an exchange into
                      another Vanguard Fund account. Exchanges to or from the
                      following funds may only be made by mail: VANGUARD
                      BALANCED INDEX FUND, VANGUARD INDEX TRUST, VANGUARD
                      INTERNATIONAL EQUITY INDEX FUND AND VANGUARD QUANTITATIVE
                      PORTFOLIOS. Please see "Exchanging Your Shares" for
                      details. The redemption fee described on pages 19 and 22
                      applies to exchange redemptions.
    
- --------------------------------------------------------------------------------
 
   
IMPORTANT
REDEMPTION
INFORMATION
                      Shares purchased by check or Fund Express may be redeemed
                      at any time. However, your redemption proceeds will be
                      held at Vanguard until payment for the purchase is
                      collected, which may take up to ten calendar days.
    
 
DELIVERY OF
REDEMPTION
PROCEEDS
                      Redemption requests received by telephone prior to the
                      regular close of the New York Stock Exchange (generally
                      4:00 p.m. Eastern time), are processed on the day of
                      receipt and the redemption proceeds are normally sent on
                      the following business day.
 
                                       23
<PAGE>   26
 
                      Redemption requests received by telephone after the close
                      of the Exchange are processed on the business day
                      following receipt and the proceeds are normally sent on
                      the second business day following receipt.
 
                      All unpaid dividend and capital gains distributions
                      credited to your account up to the date of redemption will
                      be included in the redemption check. Redemption proceeds
                      must be sent to you within seven days of receipt of your
                      request in Good Order.
 
                      If you experience difficulty in making a telephone
                      redemption during periods of drastic economic or market
                      changes, your redemption request may be made by regular or
                      express mail. It will be implemented at the net asset
                      value next determined after your request has been received
                      by Vanguard in Good Order. The Fund reserves the right to
                      revise or terminate the telephone redemption privilege at
                      any time.
 
                      The Fund may suspend the redemption right to postpone
                      payments at times when the New York Stock Exchange is
                      closed, or under any emergency circumstances as determined
                      by the United States Securities and Exchange Commission.
 
                      If the Board of Directors determines that it would be
                      detrimental to the best interests of the Fund's remaining
                      shareholders to make payment in cash, the Fund may pay
                      redemption proceeds in whole or in part by a distribution
                      in kind of readily marketable securities.
- --------------------------------------------------------------------------------
 
VANGUARD'S AVERAGE
COST STATEMENT        If you make a redemption from a qualifying account,
                      Vanguard will send you an Average Cost Statement which
                      provides you with the tax basis of the shares you
                      redeemed. Please see "Other Vanguard Services" for
                      additional information.
- --------------------------------------------------------------------------------
 
MINIMUM ACCOUNT
BALANCE REQUIREMENT   Due to the relatively high cost of maintaining smaller
                      accounts, the Fund reserves the right to redeem shares in
                      any account that is below the minimum initial investment
                      amount of $3,000. In addition, if at any time the total
                      investment does not have a value of at least $1,000, you
                      may be notified that the value of your account is below
                      the Fund's minimum account balance requirement. You would
                      then be allowed 60 days to make an additional investment
                      before the account is liquidated. Proceeds would be
                      promptly paid to the shareholder. This minimum does not
                      apply to IRAs, other retirement accounts, and Uniform
                      Gifts/Transfers to Minors Act accounts.
- --------------------------------------------------------------------------------
 
EXCHANGING
YOUR SHARES           Should your investment goals change, you may exchange your
                      shares of Vanguard Horizon Fund for those of other
                      available Vanguard Funds.
 
                      IMPORTANT NOTE: For investors in the Capital Growth and
                      Global Equity Portfolios, a redemption fee amounting to 1%
                      of the value of the shares exchanged will be deducted from
                      the exchange proceeds if shares held for less than 5 years
                      are exchanged. This fee is paid directly to the Portfolio.
 
EXCHANGE BY
TELEPHONE
Call Client Services
(1-800-662-2739)      When exchanging shares by telephone, please have ready the
                      Fund name, account number, Social Security number or
                      Employer Identification number listed on the account and
                      exact name and address in which the account is registered.
                      Only the registered shareholder may complete such an
                      exchange. Requests for telephone
 
                                       24
<PAGE>   27
 
                      exchanges received prior to the close of trading on the
                      New York Stock Exchange (generally 4:00 p.m. Eastern time)
                      are processed at the close of business that same day.
                      Requests received after the close of the Exchange are
                      processed the next business day. TELEPHONE EXCHANGES ARE
                      NOT ACCEPTED INTO OR FROM VANGUARD BALANCED INDEX FUND,
                      VANGUARD INDEX TRUST, VANGUARD INTERNATIONAL EQUITY INDEX
                      FUND AND VANGUARD QUANTITATIVE PORTFOLIOS. If you
                      experience difficulty in making a telephone exchange, your
                      exchange request may be made by regular or express mail,
                      and it will be implemented at the closing net asset value
                      on the date received by Vanguard provided the request is
                      received in Good Order.
   
- --------------------------------------------------------------------------------
    
 
EXCHANGING BY MAIL    Please be sure to include on your exchange request the
                      name and account number of your current Fund, and the name
                      of the Fund you wish to exchange into, the amount you wish
                      to exchange, and the signatures of all registered account
                      holders. Send your request to VANGUARD FINANCIAL CENTER,
                      VANGUARD HORIZON FUND, P.O. BOX 1120, VALLEY FORGE, PA
                      19482. (For express or registered mail, send your requests
                      to Vanguard Financial Center, Vanguard Horizon Fund, 455
                      Devon Park Drive, Wayne, PA 19087.)
- --------------------------------------------------------------------------------
 
IMPORTANT EXCHANGE
INFORMATION
                      Before you make an exchange, you should consider the
                      following:
 
                      - Please read the Fund's prospectus before making an
                        exchange. For a copy of the prospectus and for answers
                        to any questions you may have, call our Investor
                        Information Department (1-800-662-7447).
                      - An exchange is treated as a redemption from one fund and
                        a purchase into another. Therefore, you could realize a
                        taxable gain or loss on the transaction.
                      - Exchanges are accepted only if the registrations and the
                        Taxpayer Identification numbers of the two accounts are
                        identical.
                      - The shares to be exchanged must be on deposit and not
                        held in certificate form.
                      - The redemption fee described on pages 19 and 22 applies
                        to exchange redemptions.
 
                      Every effort will be made to maintain the exchange
                      privilege. However, the Fund reserves the right to revise
                      or terminate its provisions, limit the amount of or reject
                      any exchange, as deemed necessary, at any time.
 
                      The exchange privilege is only available in states in
                      which the shares of the Fund are registered for sale. The
                      Fund's shares are currently registered for sale in all 50
                      states and the Fund intends to maintain such registration.
- --------------------------------------------------------------------------------
 
EXCHANGE
PRIVILEGE
LIMITATIONS           The Fund's exchange privilege is not intended to afford
                      shareholders a way to speculate on short-term movements in
                      the market. Accordingly, in order to prevent excessive use
                      of the exchange privilege that may potentially disrupt the
                      management of the Fund and increase transaction costs, the
                      Fund has established a policy of limiting excessive
                      exchange activity.
 
                      Exchange activity generally will not be deemed excessive
                      if limited to TWO SUBSTANTIVE EXCHANGE REDEMPTIONS (AT
                      LEAST 30 DAYS APART) from the Fund during any twelve
                      month period. Notwithstanding these limitations, the Fund
                      reserves the right to reject any purchase request
                      (including purchases from other
 
                                       25
<PAGE>   28
 
                      Vanguard portfolios) that is reasonably deemed to be
                      disruptive to efficient portfolio management.
- --------------------------------------------------------------------------------
 
IMPORTANT
INFORMATION
ABOUT TELEPHONE
TRANSACTIONS          The ability to initiate redemptions (except wire
                      redemptions) and exchanges by telephone is automatically
                      established on your account unless you request in writing
                      that telephone transactions on your account not be
                      permitted.
 
                      To protect your account from losses resulting from
                      unauthorized or fraudulent telephone instructions,
                      Vanguard adheres to the following security procedures:
 
                      1. SECURITY CHECK. To request a transaction by telephone,
                         the caller must know (i) the name of the Portfolio;
                         (ii) the 10-digit account number; (iii) the exact name
                         and address used in the registration; and (iv) the
                         Social Security or Employer Identification number
                         listed on the account.
 
                      2. PAYMENT POLICY. The proceeds of any telephone
                         redemption made by mail will be payable to the
                         registered shareowner and mailed to the address of
                         record, only.
 
                      Neither the Fund nor Vanguard will be responsible for the
                      authenticity of transaction instructions received by
                      telephone, provided that reasonable security procedures
                      have been followed. Vanguard believes that the security
                      procedures described above are reasonable and that if such
                      procedures are followed, you will bear the risk of any
                      losses resulting from unauthorized or fraudulent telephone
                      transactions on your account. If Vanguard fails to follow
                      reasonable security procedures, it may be liable for any
                      losses resulting from unauthorized or fraudulent telephone
                      transactions on your account.
- --------------------------------------------------------------------------------
 
TRANSFERRING
REGISTRATION          You may transfer the registration of any of your Fund
                      shares to another person by completing a transfer form and
                      sending it to: VANGUARD FINANCIAL CENTER, P.O. BOX 1110,
                      VALLEY FORGE, PA 19482. The request must be in Good Order.
                      BEFORE MAILING YOUR REQUEST, PLEASE CALL OUR CLIENT
                      SERVICES DEPARTMENT (1-800-662-2739) FOR FURTHER
                      INSTRUCTIONS.
- --------------------------------------------------------------------------------
 
OTHER VANGUARD
SERVICES
STATEMENTS AND
REPORTS
                      For more information about any of these services, please
                      call our Investor Information Department at
                      (1-800-662-7447).
 
                      Vanguard will send you a confirmation statement each time
                      you initiate a transaction in your account (except for
                      checkwriting redemptions from Vanguard money market
                      accounts). You will also receive a comprehensive account
                      statement at the end of each calendar quarter. The
                      fourth-quarter statement will be a year-end statement,
                      listing all transaction activity for the entire calendar
                      year.
 
                      Vanguard's Average Cost Statement provides you with the
                      average cost of shares redeemed from your account, using
                      the average cost single category method. This service is
                      available for most taxable accounts opened since January
                      1, 1986. In general, investors who redeemed shares from a
                      qualifying Vanguard account may expect to receive their
                      Average Cost Statement in February of the following year.
                      Please call our Client Services Department
                      (1-800-662-2739) for information.
 
                                       26
<PAGE>   29
 
                      Financial reports on the Fund will be mailed to you
                      semi-annually, according to the Fund's fiscal year-end.
- --------------------------------------------------------------------------------
 
VANGUARD DIRECT
DEPOSIT SERVICE
                      With Vanguard's Direct Deposit Service, most U.S.
                      Government checks (including Social Security and military
                      pension checks) and private payroll checks may be
                      automatically deposited into your Vanguard Fund account.
                      Separate brochures and forms are available for direct
                      deposit of U.S. Government and private payroll checks.
 
   
VANGUARD AUTOMATIC
EXCHANGE SERVICE      Vanguard's Automatic Exchange Service allows you to move
                      money automatically among your Vanguard Fund accounts. For
                      instance, the service can be used to "dollar cost average"
                      from a money market portfolio into a stock or bond fund or
                      to contribute to an IRA or other retirement plan. Please
                      contact our Client Services Department at 1-800-662-2739
                      for additional information.
    
 
VANGUARD FUND
EXPRESS
                      Vanguard's Fund Express allows you to transfer money
                      between your Fund account and your account at a bank,
                      savings and loan association, or a credit union that is a
                      member of the Automated Clearing House (ACH) system. You
                      may elect this service on the Account Registration Form or
                      call our Investor Information Department (1-800-662-7447)
                      for a Fund Express application.
 
                      The minimum amount that can be transferred by telephone is
                      $100. However, if you have established one of the
                      automatic options, the minimum amount is $50. The maximum
                      amount that can be transferred using any of the options is
                      $100,000.
 
                      Special rules govern how your Fund Express purchases or
                      redemptions are credited to your account. In addition,
                      some services of Fund Express cannot be used with specific
                      Vanguard Funds. For more information please refer to the
                      Vanguard Fund Express brochure.
 
VANGUARD DIVIDEND
EXPRESS
                      Vanguard's Dividend Express allows you to transfer your
                      dividend and/or capital gains distribution automatically
                      from your Fund account, one business day after the Fund's
                      payable date, to your account at a bank, savings and loan
                      association, or a credit union that is a member of the
                      Automatic Clearing House (ACH) network. You may elect this
                      service on the Account Registration Form or call our
                      Investor Information Department (1-800-662-7447) for a
                      Vanguard Dividend Express application.
 
   
VANGUARD
TELE-ACCOUNT          Vanguard's Tele-Account is a convenient, automated service
                      that provides share price, price change and yield
                      quotations on Vanguard Funds through any Touch ToneTM
                      telephone. This service also lets you obtain information
                      on your account balance, last transaction, and your most
                      recent dividend or capital gains payment. To contact
                      Vanguard's Tele-Account service, dial 1-800-ON-BOARD
                      (1-800-662-6273). A brochure offering detailed operating
                      instructions is available from the Investor Information
                      Department (1-800-662-7447).
    
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                                 THE VANGUARD GROUP                               
                                   OF INVESTMENT                                              
                                   COMPANIES                            P   R   O   S   P   E   C   T   U   S
                                 Vanguard Financial Center
                                 P.O. Box 2600                                FEBRUARY 10, 1995
                                 Valley Forge, PA 19482
                                 
                                 INVESTOR INFORMATION
                                 DEPARTMENT:
                                 1-800-662-7447 (SHIP)
                                 
                                 CLIENT SERVICES
                                 DEPARTMENT:
                                 1-800-662-2739 (CREW)
                                 
                                 TELE-ACCOUNT FOR
                                  24-HOUR ACCESS:
                                 1-800-662-6273 (ON-BOARD)
                                
                                 TELECOMMUNICATIONS SERVICE
                                  FOR THE HEARING-IMPAIRED:
                                 1-800-662-2738
                                 
                                 TRANSFER AGENT:
                                 The Vanguard Group, Inc.
                                 Vanguard Financial Center                              [LOGO]
                                 Valley Forge, PA 19482
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