VANGUARD HORIZON FUND INC
485BPOS, 2000-02-03
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM N-1A

     REGISTRATION STATEMENT (NO. 33-56443) UNDER THE SECURITIES ACT OF 1933



                           PRE-EFFECTIVE AMENDMENT NO.
                         POST-EFFECTIVE AMENDMENT NO. 8
                                       AND


               REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
                                  ACT OF 1940


                                AMENDMENT NO. 17


                             VANGUARD HORIZON FUNDS
         (EXACT NAME OF REGISTRANT AS SPECIFIED IN DECLARATION OF TRUST)

                     P.O. BOX 2600, VALLEY FORGE, PA 19482
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

                  REGISTRANT'S TELEPHONE NUMBER (610) 669-1000

                           R. GREGORY BARTON, ESQUIRE
                                  P.O. BOX 876
                             VALLEY FORGE, PA 19482


              IT IS PROPOSED THAT THIS AMENDMENT BECOME EFFECTIVE:
          ON FEBRUARY 18, 2000, PURSUANT TO PARAGRAPH (B) OF RULE 485.


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


WE HAVE  ELECTED  TO  REGISTER  AN  INDEFINITE  NUMBER OF  SECURITIES  UNDER THE
SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2 OF THE  INVESTMENT  COMPANY ACT OF
1940.  REGISTRANT  FILED ITS RULE 24F-2 NOTICE FOR ITS FISCAL YEAR ENDED OCTOBER
31, 1999 WITH THE COMMISSION ON JANUARY 27, 2000.




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                                     VANGUARD HORIZON FUNDS
                                      CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
<S>        <C>                                         <C>
FORM N-1A
ITEM NUMBER                                            LOCATION IN PROSPECTUSES
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Item 1.    Front and Back Cover Pages .................Front and Back Cover Pages

Item 2.    Risk/Return: Investments, Risk, and
           Performance ................................Fund Profile

Item 3.    Risk/Return Summary: Fee Table .............Fund Profile

Item 4.    Investment Objectives, Principal Investment
           Strategies, and Related Risks ..............More on the Fund

Item 5.    Management's Discussion of Fund
           Performance ................................Herein incorporated by reference to
                                                       Registrant's Annual Report to Shareholders
                                                       dated October 31, 1999 filed with the
                                                       Securities & Exchange Commission's EDGAR
                                                       system on December 30, 1999.

Item 6.    Management, Organization, and Capital
           Structure ..................................The Fund and Vanguard; Investment Advisers

Item 7.    Shareholder Information ....................Share Price; Dividends, Capital Gains, and
                                                       Taxes; Investing with Vanguard

Item 8.    Distribution Arrangements ..................Not Applicable

Item 9.    Financial Highlights Information ...........Financial Highlights

FORM N-1A                                              LOCATION IN STATEMENT OF ADDITIONAL
ITEM NUMBER                                            INFORMATION
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Item 10.   Cover Page and Table of Contents ...........Cover Page; Table of Contents

Item 11.   Fund History ...............................Description of the Funds

Item 12.   Description of the Fund and its Investments
           and Risks ..................................Investment Policies; Description of the Funds;
                                                       Fundamental Investment Limitations

Item 13.   Management of the Fund .....................Management of the Funds

Item 14.   Control Persons and Principal Holders of
           Securities .................................Management of the Funds

Item 15.   Investment Advisory and Other Services .....Investment Advisory Services

Item 16.   Brokerage Allocation and Other Practices ...Portfolio Transactions

Item 17.   Capital Stock and Other Securities .........Description of the Funds

Item 18.   Purchase, Redemption, and Pricing of Shares.Purchase of Shares; Redemption of Shares;
                                                       Share Price

Item 19.   Taxation of the Fund .......................Description of the Funds

Item 20.   Underwriters ...............................Not Applicable

Item 21.   Calculation of Performance Data ............Yield and Total Return

Item 22.   Financial Statements .......................Financial Statements

</TABLE>

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                                                               VANGUARD(R)
                                                               AGGRESSIVE
                                                               GROWTH FUND

                                                               Prospectus
                                                               February 18, 2000

This prospectus contains
financial data for the Fund
through the fiscal year
ended October 31, 1999

                                                        [A MEMBER OF
                                                        THE VANGUARD GROUP LOGO]

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VANGUARD AGGRESSIVE GROWTH FUND
Prospectus
February 18, 2000

An Aggressive Growth Stock Mutual Fund

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    CONTENTS
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 1  FUND PROFILE                         13  INVESTING WITH VANGUARD
 3  ADDITIONAL INFORMATION                   13  SERVICES AND ACCOUNT FEATURES
 3  MORE ON THE FUND                         14  TYPES OF ACCOUNTS
 8  THE FUND AND VANGUARD                    15  BUYING SHARES
 8  INVESTMENT ADVISER                       17  REDEEMING SHARES
 9  DIVIDENDS, CAPITAL GAINS, AND TAXES      21  TRANSFERRING REGISTRATION
10  SHARE PRICE                              21  FUND AND ACCOUNT UPDATES
11  FINANCIAL HIGHLIGHTS                 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This  prospectus  explains the  objective,  risks,  and  strategies  of Vanguard
Aggressive Growth Fund. To highlight terms and concepts important to mutual fund
investors,  we have provided "Plain Talk(R)" explanations along the way. Reading
the prospectus will help you to decide whether the Fund is the right  investment
for you. We suggest that you keep it for future reference.
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NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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1

FUND PROFILE

The following  profile  summarizes  key features of Vanguard  Aggressive  Growth
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide maximum long-term total return.

INVESTMENT STRATEGIES
The Fund  invests  in U.S.  stocks,  with an  emphasis  on stocks of small-  and
mid-capitalization  companies.  The Fund's investment adviser uses quantitative,
or computer-driven, stock valuation models to manage the Fund. Generally, stocks
are categorized based on two dimensions:  market  capitalization  (i.e.,  small,
mid,  large),  and  growth  versus  value.  The models  then  apply  fundamental
criteria--such  as  valuation  measures,  financial  strength  relative to other
stocks,  and recognition by the market--to  identify the most attractive  stocks
within each  category.  The portion of the Fund's assets  invested in any one of
the categories  will vary over time based on the adviser's  expectation for each
category's total return potential.

PRIMARY RISKS
An investment in the Fund could lose money over short or even long periods.  You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the overall stock market. The Fund's performance could be hurt by:
- -    Investment  style risk,  which is the chance that  returns  from small- and
     mid-capitalization stocks--which comprise most of the Fund's holdings--will
     trail  returns from the overall stock  market.  Historically,  these stocks
     have been more  volatile in price than  large-cap  stocks that dominate the
     overall stock market, and they often perform quite differently.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.

PERFORMANCE/RISK INFORMATION
The following bar chart is intended to help you understand the risk of investing
in the Fund.  It shows how the Fund's  performance  has varied from one calendar
year to another since  inception.  In addition,  there is a table that shows how
the Fund's average annual total returns  compare with those of a relevant market
index over set periods of time.  Keep in mind that the Fund's  past  performance
does not indicate how it will perform in the future.

             ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
             ----------------------------------------------------
                              1996          25.03%
                              1997          26.22%
                              1998           0.61%
                              1999          19.25%
             ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 21.40% (quarter ended December 31, 1998),  and the lowest return for
a quarter was -20.66% (quarter ended September 30, 1998).

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2

      -------------------------------------------------------------------------
           AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                         1 YEAR           SINCE INCEPTION*
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      Vanguard Aggressive
        Growth Fund                      19.25%                17.68%
      Russell 2800 Index**               18.98                 17.72
      -------------------------------------------------------------------------
       *August 14, 1995.
      **Consists of the Russell 3000 Equity Index of stocks minus its 200
        largest companies.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.42%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.04%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.46%

     *The 1% fee applies to shares redeemed (either by selling or exchanging
      to another fund) within five years of purchase. The fee is withheld
      from redemption proceeds and retained by the Fund. Shares held for five
      years or more are not subject to the 1% fee.

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, that operating expenses remain the same, and that you redeem your shares
at the end of the given period.

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  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $152        $262       $258          $579
- -------------------------------------------------

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $47         $148       $258          $579
- -------------------------------------------------

     THESE  EXAMPLES  SHOULD NOT BE CONSIDERED TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

3

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                                PLAIN TALK ABOUT
                                  FUND EXPENSES

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard  Aggressive  Growth Fund's expense ratio in fiscal year 1999
was 0.46%,  or $4.60 per $1,000 of average net assets.  The average mid-cap core
mutual fund had  expenses  of 1.43%,  or $14.30 per $1,000 of average net assets
(derived  from data  provided as of  December  31,  1999 by Lipper  Inc.,  which
reports on the mutual fund industry).  Management  expenses,  which comprise one
part of operating  expenses,  include investment  advisory fees as well as other
costs of managing a fund--such as account  maintenance,  reporting,  accounting,
legal, and other administrative expenses.
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ADDITIONAL INFORMATION

DIVIDENDS AND CAPITAL GAINS           MINIMUM INITIAL INVESTMENT
Distributed annually in December      $3,000; $1,000 for IRAs and custodial
                                      accounts for minors
INVESTMENT ADVISER
The Vanguard Group, Valley Forge,     NEWSPAPER ABBREVIATION
Pa., since inception                  AggGr

INCEPTION DATE                        VANGUARD FUND NUMBER
August 14, 1995                       114

NET ASSETS AS OF OCTOBER 31, 1999     CUSIP NUMBER
$561 million                          922038104

SUITABLE FOR IRAS                     TICKER SYMBOL
Yes                                   VHAGX
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MORE ON THE FUND

This  prospectus  describes  risks  you  would  face as a Fund  investor.  It is
important  to keep in mind one of the main axioms of  investing:  The higher the
risk of losing money,  the higher the potential  reward.  The reverse,  also, is
generally  true:  The lower the risk,  the lower the  potential  reward.  As you
consider an  investment  in any mutual  fund,  you should also take into account
your personal tolerance for daily fluctuations in securities  markets.  Look for
this  [FLAG]  symbol  throughout  the  prospectus.  It is used to mark  detailed
information  about  each  type  of  risk  that  you  would  confront  as a  Fund
shareholder.
     The  following  sections  explain the  primary  investment  strategies  and
policies  that the Fund uses in pursuit of its  objective.  The Fund's  Board of
Trustees,  which  oversees  the  management  of the Fund,  may change the Fund's
investment  objective or strategies in the interest of  shareholders,  without a
shareholder vote.
     Finally, you'll find information on other important features of the Fund.

MARKET EXPOSURE
The  Fund's  primary  strategy  is to invest  chiefly  in the stocks of mid- and
small-cap  companies  that  offer  strong  growth  potential.   These  companies
typically provide little or no dividend income.

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4

[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.

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                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS

Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   Growth  funds  generally   focus  on  companies   believed  to  have
above-average  potential  for growth in revenue  and  earnings.  Reflecting  the
market's high  expectations for superior growth,  such stocks typically have low
dividend  yields  and  above-average  prices in  relation  to such  measures  as
revenue,  earnings,  and book value.  Value funds generally  emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value stocks  typically are  below-average  in  comparison  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds appeal to investors  who will accept more  volatility  in
hopes of a greater  increase  in share  price.  Growth  funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
- --------------------------------------------------------------------------------

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the Standard & Poor's 500 Index,  a widely used barometer
of market  activity.  (Total returns  consist of dividend  income plus change in
market  price.)  Note that the returns  shown do not include the costs of buying
and selling  stocks or other  expenses  that a real-world  investment  portfolio
would  incur.  Note,  also,  that the gap between best and worst tends to narrow
over the long term.

- ---------------------------------------------------------
         U.S. STOCK MARKET RETURNS (1926-1999)
- ---------------------------------------------------------
                  1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ---------------------------------------------------------
Best               54.2%     28.6%     19.9%      17.9%
Worst             -43.1     -12.4      -0.9        3.1
Average            13.2      11.0      11.1       11.1
- ---------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on stocks
for all of the 5-year periods was 11.0%,  returns for individual  5-year periods
ranged  from a -12.4%  average  (from  1928  through  1932) to 28.6%  (from 1995
through 1999).  These average returns reflect past performance on common stocks;
you should not regard them as an  indication  of future  returns from either the
stock market as a whole or this Fund in particular.
     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  mid- and small-cap  stocks have been more  volatile  than--and at
times have performed quite

<PAGE>

5

differently  from--the  large-cap stocks found in the S&P 500 Index. This is due
to several factors,  including  less-certain  growth and dividend  prospects for
smaller companies.

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS FROM THE MARKET  SECTOR IN WHICH IT INVESTS WILL TRAIL RETURNS FROM
     OTHER MARKET SECTORS.  AS A GROUP,  SPECIFIC TYPES OF STOCKS (FOR INSTANCE,
     SMALL-CAP STOCKS,  GROWTH STOCKS, OR HEALTH-CARE STOCKS) TEND TO GO THROUGH
     CYCLES OF DOING  BETTER--OR  WORSE--THAN  COMMON  STOCKS IN GENERAL.  THESE
     PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

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                                PLAIN TALK ABOUT
                    LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies whose  outstanding  shares have, on average,  a market value exceeding
$12 billion;  mid-cap funds as those holding  stocks of companies  with a market
value between $1 billion and $12 billion; and small-cap funds as those typically
holding  stocks  of  companies  with a  market  value of less  than $1  billion.
Vanguard periodically reassesses these classifications.
- --------------------------------------------------------------------------------

SECURITY SELECTION
The Fund's  investment  adviser uses  quantitative,  or  computer-driven,  stock
valuation models to manage the Fund. Generally,  stocks are categorized based on
two dimensions:  market  capitalization and growth versus value. The models then
apply  fundamental  criteria--such  as valuation  measures,  financial  strength
relative to other stocks,  and  recognition by the market--to  identify the most
attractive  stocks  within  each  category.  The  portion of the  Fund's  assets
invested in any one of the categories will vary over time based on the adviser's
judgments about that category's total return potential.

[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
     WILL DO A POOR JOB OF SELECTING STOCKS.

     The Fund is generally managed without regard to tax ramifications.

OTHER INVESTMENT POLICIES AND RISKS
The Fund may invest in futures  contracts,  options  (including puts and calls),
warrants,  convertible securities,  and swap agreements,  which are all types of
derivatives.   Losses  (or   gains)   involving   futures   can   sometimes   be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and  substantial  loss (or gain) for a fund.
Similar  risks  exist for  warrants  (securities  that  permit  their  owners to
purchase  a  specific  number  of  stock  shares  at  a  predetermined   price),
convertible securities (securities that may be exchanged for another asset), and
swap agreements (contracts between parties in which each agrees to make payments
to the other based on the return of a specified index or asset).

<PAGE>

6

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                                PLAIN TALK ABOUT
                                   DERIVATIVES

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

     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
under futures contracts will not exceed 20% of its total assets.
     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

THE FUND'S REDEMPTION FEE
The Fund charges a redemption fee on shares that are redeemed  (including  those
redeemed by exchanging to another  Vanguard fund) before they have been held for
five years. Because the Fund is intended for long-term investors, the redemption
fee ensures that the costs  associated with short-term  trading are borne by the
investors making the transactions--and not by the long-term  shareholders who do
not generate the costs.
     At Vanguard,  all fees are paid directly to the fund itself (unlike a sales
charge or load,  which--in the case of many fund  companies--is  imposed for the
sole benefit of the sponsor, adviser, or sales representative).

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:
- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive to efficient portfolio

<PAGE>

7

     management.  A fund may reject a purchase  request because of the timing of
     the  investment  or  because  of a  history  of  excessive  trading  by the
     investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept  exchanges by telephone or fax, or online.  (IRAs and some other
     retirement accounts are not subject to this rule.)
- -    Certain  Vanguard  funds,  including  the  Aggressive  Growth Fund,  charge
     transaction  fees  on  share  redemptions.   Other  Vanguard  funds  charge
     transaction fees on share purchases.

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

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

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

TURNOVER RATE
Although  the Fund  normally  seeks to  invest  for the long  term,  it may sell
securities   regardless  of  how  long  they  have  been  held.  The  "Financial
Highlights"  section of this  prospectus  shows historic  turnover rates for the
Fund. A turnover  rate of 100%,  for example,  would mean that the Fund had sold
and  replaced  securities  valued at 100% of its net  assets  within a  one-year
period.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of October 31,  1999,  the average  turnover  rate for all
mid-cap blend funds was approximately 94%, according to Morningstar, Inc.
- --------------------------------------------------------------------------------

<PAGE>

8

THE FUND AND VANGUARD

The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $530 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      VANGUARD'S UNIQUE CORPORATE STRUCTURE

The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person,  by a group of individuals,  or by investors who own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at-cost"  basis,  and the funds' expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

The Vanguard Group (Vanguard), P.O. Box 2600, Valley Forge, PA 19482, founded in
1974,  serves as the Fund's adviser  through its Core  Management  Group.  As of
October 31, 1999,  Vanguard  served as adviser for about $346 billion in assets.
Vanguard  manages  the Fund on an at-cost  basis,  subject to the control of the
Trustees and officers of the Fund.  For the fiscal year ended  October 31, 1999,
the investment  advisory  expenses for the Fund  represented an effective annual
rate of 0.10% of the Fund's average net assets for the year.
     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the advisers to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUND'S ADVISER

The individual primarily responsible for overseeing the Aggressive Growth Fund's
investments is:

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

<PAGE>

9

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  DISTRIBUTIONS

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

BASIC TAX POINTS
Vanguard will send you a statement each year showing the tax status of all your
distributions. In addition, taxable investors should be aware of the following
basic tax points:
- -    Distributions  are taxable to you whether or not you reinvest these amounts
     in additional Fund shares.
- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or  redemptions  from your  account if you do not provide us with
your  correct  taxpayer  identification  number and certify  that it is correct.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.

<PAGE>

10

INVALID  ADDRESSES.  If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest  all future  distributions  until you  provide us with a valid  mailing
address.
TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               "BUYING A DIVIDEND"

Unless you are investing through a tax-deferred  retirement  account (such as an
IRA),  you  should  avoid  buying  shares  of a fund  shortly  before it makes a
distribution,  because  doing so can cost you money in  taxes.  This is known as
"buying a dividend." For example: On December 15, you invest $5,000,  buying 250
shares for $20 each. If the fund pays a distribution of $1 per share on December
16, its share price would drop to $19 (not counting  market  change).  You still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
=  $250  in  distributions),  but  you  owe  tax on the  $250  distribution  you
received--even  if you reinvest it in more shares. To avoid "buying a dividend,"
check a fund's distribution schedule before you invest.
- --------------------------------------------------------------------------------

SHARE PRICE

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:


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

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use different abbreviations for the Fund, but the most common is AGGGR.

<PAGE>

11

FINANCIAL HIGHLIGHTS

The following financial  highlights table is intended to help you understand the
Fund's financial  performance since inception,  and certain information reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the percentage  that an investor would have earned or lost each period
on an investment in the Fund (assuming  reinvestment of all dividend and capital
gains  distributions).  This  information  has been derived  from the  financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along  with the Fund's financial  statements--is  included in the Fund's
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
                                       VANGUARD AGGRESSIVE GROWTH FUND
                                            YEAR ENDED OCTOBER 31,
                        ------------------------------------------------------------
                          1999         1998         1997         1996        1995*
- ------------------------------------------------------------------------------------
<S>                     <C>         <C>           <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD    $13.11       $15.89       $12.53       $10.23       $10.00
- ------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income     .15          .13           .15          .18          .04
 Net Realized and
  Unrealized Gain (Loss)
  on Investments          2.62        (1.69)        4.10         2.20          .19
                        ------------------------------------------------------------
   Total from Investment
    Operations            2.77        (1.56)        4.25         2.38          .23
                        ------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income       (.15)        (.14)        (.18)        (.08)          --
 Distributions from
  Realized Capital Gains    --        (1.08)        (.71)          --           --
                        ------------------------------------------------------------
   Total Distributions    (.15)       (1.22)        (.89)        (.08)          --
- ------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF PERIOD              $15.73       $13.11       $15.89       $12.53       $10.23
====================================================================================

TOTAL RETURN**          21.30%      -10.41%       35.83%       23.40%        1.69%
====================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)       $561         $479         $444         $133          $62
 Ratio of Total
  Expenses to Average
  Net Assets             0.46%        0.43%        0.40%        0.38%       0.06%+
 Ratio of Net
  Investment Income to
  Average Net Assets     1.00%        0.93%        1.28%        1.78%       2.22%+
 Turnover Rate             51%          71%          85%         106%           0%
====================================================================================
</TABLE>
*    Subscription  period for the Fund was June 30,  1995,  to August 13,  1995,
     during  which  time  all  assets  were  held in money  market  instruments.
     Performance measurement begins August 14, 1995.
**   Total  return  figures  do not  reflect  the 1% fee  that  is  assessed  on
     redemptions of shares that are held in the Fund for less than five years.
+    Annualized.

<PAGE>

12

FINANCIAL HIGHLIGHTS (continued)

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

The Fund began  fiscal 1999 with a net asset value  (price) of $13.11 per share.
During  the  year,  the Fund  earned  $0.15  per share  from  investment  income
(interest  and  dividends)  and  $2.62  per  share  from  investments  that  had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders received $0.15 per share in the form of dividend  distributions.  A
portion of each year's  distributions  may come from the prior year's  income or
capital gains.

The  earnings  ($2.77  per  share)  minus the  distributions  ($0.15  per share)
resulted in a share price of $15.73 at the end of the year. This was an increase
of $2.62 per share (from  $13.11 at the  beginning  of the year to $15.73 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 21.30% for the year.

As of October 31, 1999,  the Fund had $561 million in net assets.  For the year,
its  expense  ratio was 0.46%  ($4.60  per  $1,000 of net  assets);  and its net
investment  income  amounted to 1.00% of its  average  net  assets.  It sold and
replaced securities valued at 51% of its net assets.
- --------------------------------------------------------------------------------


"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The  Vanguard  Group.  Frank  Russell  Company  is the  owner  of the
trademarks and copyrights relating to the Russell Indexes.

<PAGE>

13

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

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many  services that make it convenient to buy, sell or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK ICON]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK ICON]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOK ICON]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [COMPUTER ICON]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

14

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

*Only current Vanguard shareholders can open a new account online, by exchanging
 shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call  Vanguard for  information  on our funds,  fund  services,  and  retirement
accounts, and to request literature.
- --------------------------------------------------------------------------------
CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273
Call Vanguard for information on your account, account transactions, and account
statements.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------

TYPES OF ACCOUNTS

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

- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial  intermediary such as a
bank,  broker,  or investment  adviser.  If you invest with Vanguard  through an
intermediary,  please read that firm's program  materials  carefully to learn of
any  special  rules  that may apply.  For  example,  special  terms may apply to
additional service features, fees, or other policies.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

<PAGE>

15

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
trading on the New York Stock Exchange,  generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$3,000 (regular account); $1,000 (traditional IRAs and Roth IRAs).

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-114
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

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

For clients of Vanguard's Institutional Division . . .

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

<PAGE>

16

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

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

*You must obtain  a Personal Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]
Call Client  Services to arrange your wire  transaction.  Wire  transactions  to
retirement  accounts are only  available for asset  transfers and rollovers from
other financial institutions.  Individual IRA contributions will not be accepted
by wire.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard Aggressive Growth Fund-114
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

<PAGE>

17

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 20.

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

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

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

<PAGE>

18

TELEPHONE REQUESTS [TELEPHONE ICON]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to  sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

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

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

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

<PAGE>

19

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

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

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

For clients of Vanguard's Institutional Division .  .  .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's  operation or  performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

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

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

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- -    The Fund name and account number.
- -    The amount of the transaction (in dollars or shares).

<PAGE>

20

- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

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

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

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  including  transactions  conducted by check,  wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard  determines,  in  its  sole  discretion,  could  adversely  affect  the
management of the Fund.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------

<PAGE>

21

TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send  separate  reports,  notify our Client  Services  Department  at
1-800-662-2739.
- --------------------------------------------------------------------------------
CONFIRMATION  STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO  SUMMARY  [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND   FINANCIAL   REPORTS
Mailed in December and June for this Fund
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE  COST REVIEW  STATEMENT  [BOOK ICON]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

COMMON STOCK
A security  representing  ownership  rights in a  corporation.  A stockholder is
entitled  to share in the  company's  profits,  some of which may be paid out as
dividends.

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

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

GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth.  Reflecting market  expectations for superior growth,  the
prices of  growth  stocks  often are  relatively  high in  comparison  with such
factors as revenue, earnings, and book value.

INVESTMENT ADVISER
An  organization  that  makes  the  day-to-day   decisions  regarding  a  fund's
investments.

MUTUAL FUND
An  investment  company  that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

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

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock,  divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share,  has
a price/earnings ratio of 10.

PRINCIPAL
The amount of money you put into an investment.

SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.

TOTAL RETURN
A percentage change,  over a specified time period, in a mutual fund's net asset
value,  assuming the reinvestment of all  distributions of dividends and capital
gains.

VALUE STOCK FUND
A mutual fund that  emphasizes  stocks of companies  whose growth  prospects are
generally   regarded  as  subpar  by  the  market.   Reflecting   these   market
expectations,  the  prices  of  value  stocks  typically  are  below-average  in
comparison with such factors as revenue, earnings, and book value.

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

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

<PAGE>


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

                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

FOR MORE INFORMATION
If you'd like more information about
Vanguard Aggressive Growth Fund,
the following documents are
available free upon request:

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.

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

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

THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA
19482-2600

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:

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

TEXT TELEPHONE:
1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-6009.

Fund's Investment Company Act
file number: 811-07239

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

P114N-02/18/2000


<PAGE>



                                                               VANGUARD(R)
                                                               CAPITAL
                                                               OPPORTUNITY FUND

                                                               Prospectus
                                                               February 18, 2000

This prospectus contains
financial data for the Fund
through the fiscal year
ended October 31, 1999

                                                        [A MEMBER OF
                                                        THE VANGUARD GROUP LOGO]

<PAGE>

VANGUARD CAPITAL OPPORTUNITY FUND
Prospectus
February 18, 2000

An Aggressive Growth Stock Mutual Fund

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------
 1  FUND PROFILE                         14  INVESTING WITH VANGUARD
 3  ADDITIONAL INFORMATION                   14  SERVICES AND ACCOUNT FEATURES
 3  MORE ON THE FUND                         15  TYPES OF ACCOUNTS
 8  THE FUND AND VANGUARD                    16  BUYING SHARES
 9  INVESTMENT ADVISER                       18  REDEEMING SHARES
10  DIVIDENDS, CAPITAL GAINS, AND TAXES      22  TRANSFERRING REGISTRATION
11  SHARE PRICE                              22  FUND AND ACCOUNT UPDATES
12  FINANCIAL HIGHLIGHTS                 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This  prospectus  explains the  objective,  risks,  and  strategies  of Vanguard
Capital  Opportunity  Fund. To highlight terms and concepts  important to mutual
fund investors,  we have provided "Plain  Talk(R)"  explanations  along the way.
Reading  the  prospectus  will help you to decide  whether the Fund is the right
investment for you. We suggest that you keep it for future reference.
- -------------------------------------------------------------------------------


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

1

FUND PROFILE

The following  profile  summarizes key features of Vanguard Capital  Opportunity
Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide maximum long-term total return.

INVESTMENT STRATEGIES
The Fund  invests  primarily  in U.S.  stocks,  with an  emphasis  on small- and
mid-capitalization  companies that have rapid  earnings  growth  prospects.  The
Fund's investment adviser uses intense,  fundamental research to identify stocks
that are  expected  to  outperform  the market  over a  three-to-five  year time
horizon,  and  that  are  available  at  attractive  prices  relative  to  their
fundamental  values.  The Fund may  invest up to 15% of its  assets  in  foreign
stocks,  and has the  flexibility  to engage in certain  hedging  and  defensive
techniques,  such as "short  selling"  stocks,  purchasing  "put  options,"  and
temporarily increasing cash reserves.

PRIMARY RISKS
An investment in the Fund could lose money over short or even long periods.  You
should expect the Fund's share price and total return to fluctuate within a wide
range,  like the  overall  stock  market.  The Fund  takes on more risk than the
average stock fund, and its performance could be hurt by:
- -    Investment  style risk,  which is the chance that  returns  from small- and
     mid-capitalization stocks--which comprise most of the Fund's holdings--will
     trail  returns from the overall stock  market.  Historically,  these stocks
     have been more  volatile in price than  large-cap  stocks that dominate the
     overall stock market, and they often perform quite differently.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.

PERFORMANCE/RISK INFORMATION
The following bar chart is intended to help you understand the risk of investing
in the Fund.  It shows how the Fund's  performance  has varied from one calendar
year to another since  inception.  In addition,  there is a table that shows how
the Fund's average annual total returns  compare with those of a relevant market
index over set periods of time.  Keep in mind that the Fund's  past  performance
does not indicate how it will perform in the future.

             ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
             ----------------------------------------------------
                              1996          13.41%
                              1997          -7.93%
                              1998          31.98%
                              1999          97.77%
             ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 37.61% (quarter ended December 31, 1999),  and the lowest return for
a quarter was -13.09% (quarter ended December 31, 1997).

<PAGE>

2

      -----------------------------------------------------------------------
         AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -----------------------------------------------------------------------
                                                   1 YEAR   SINCE INCEPTION*
      -----------------------------------------------------------------------
      Vanguard Capital Opportunity Fund            97.77%        25.20%
      Standard & Poor's Mid-Cap 400/BARRA
       Growth Index                                28.74         24.96
      -----------------------------------------------------------------------
      *August 14, 1995.
      -----------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.73%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.02%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.75%

     *The 1% fee applies to shares redeemed  (either by selling or exchanging to
     another  fund)  within five years of  purchase.  The fee is  withheld  from
     redemption proceeds and retained by the Fund. Shares held for five years or
     more are not subject to the 1% fee.

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, that operating expenses remain the same, and that you redeem your shares
at the end of the given period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $181        $353       $417          $930
- -------------------------------------------------

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $77        $240       $417          $930
- -------------------------------------------------

     THESE  EXAMPLES  SHOULD NOT BE CONSIDERED TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

3

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  FUND EXPENSES

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard Capital Opportunity Fund's expense ratio in fiscal year 1999
was 0.75%,  or $7.50 per $1,000 of average  net assets.  The  average  multi-cap
growth  mutual fund had  expenses of 1.52%,  or $15.20 per $1,000 of average net
assets (derived from data provided as of December 31, 1999 by Lipper Inc., which
reports on the mutual fund industry).  Management  expenses,  which comprise one
part of operating  expenses,  include investment  advisory fees as well as other
costs of managing a fund--such as account  maintenance,  reporting,  accounting,
legal, and other administrative expenses.
- --------------------------------------------------------------------------------

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

DIVIDENDS AND CAPITAL GAINS              MINIMUM INITIAL INVESTMENT
Distributed annually in December         $25,000

INVESTMENT ADVISER                       NEWSPAPER ABBREVIATION
PRIMECAP Management Company. Pasadena,   CapOp
Ca., since February 1, 1998
                                         VANGUARD FUND NUMBER
INCEPTION DATE                           111
August 14, 1995
                                         CUSIP NUMBER
NET ASSETS AS OF OCTOBER 31, 1999        922038302
$1.29 billion
                                         TICKER SYMBOL
SUITABLE FOR IRAS                        VHCOX
Yes
- --------------------------------------------------------------------------------

MORE ON THE FUND

This  prospectus  describes  risks  you  would  face as a Fund  investor.  It is
important  to keep in mind one of the main axioms of  investing:  The higher the
risk of losing money,  the higher the potential  reward.  The reverse,  also, is
generally  true:  The lower the risk,  the lower the  potential  reward.  As you
consider an  investment  in any mutual  fund,  you should also take into account
your personal tolerance for daily fluctuations in securities  markets.  Look for
this  [FLAG]  symbol  throughout  the  prospectus.  It is used to mark  detailed
information  about  each  type  of  risk  that  you  would  confront  as a  Fund
shareholder.
     The  following  sections  explain the  primary  investment  strategies  and
policies  that the Fund uses in pursuit of its  objective.  The Fund's  Board of
Trustees,  which  oversees  the  management  of the Fund,  may change the Fund's
investment  objective or strategies in the interest of  shareholders,  without a
shareholder vote.
     Finally, you'll find information on other important features of the Fund.

MARKET EXPOSURE
The  Fund's  primary  strategy  is to invest  chiefly  in the stocks of mid- and
small-cap  companies  that  offer  strong  growth  potential.   These  companies
typically  provide  little  or no  dividend  income.  The Fund  will  invest  in
companies with strong industry positions,  increasing sales,  superior return on
equity,  and talented  management teams. In valuing stocks, the adviser seeks to
quantify a firm's "fundamental value." Stock selection is primarily based on the
ratio of a  company's  fundamental  value to its  market  price,  relative  to a
universe of

<PAGE>

4

comparable  stocks.  Companies with a high fundamental value relative to current
stock price are generally sought. The Fund may not be broadly diversified.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS

Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   Growth  funds  generally   focus  on  companies   believed  to  have
above-average  potential  for growth in revenue  and  earnings.  Reflecting  the
market's high  expectations for superior growth,  such stocks typically have low
dividend  yields  and  above-average  prices in  relation  to such  measures  as
revenue,  earnings,  and book value.  Value funds generally  emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value stocks  typically are  below-average  in  comparison  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds appeal to investors  who will accept more  volatility  in
hopes of a greater  increase  in share  price.  Growth  funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
- --------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.

     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the Standard & Poor's 500 Index,  a widely used barometer
of market  activity.  (Total returns  consist of dividend  income plus change in
market  price.)  Note that the returns  shown do not include the costs of buying
and selling  stocks or other  expenses  that a real-world  investment  portfolio
would  incur.  Note,  also,  that the gap between best and worst tends to narrow
over the long term.

- ---------------------------------------------------------
         U.S. STOCK MARKET RETURNS (1926-1999)
- ---------------------------------------------------------
                  1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ---------------------------------------------------------
Best               54.2%     28.6%     19.9%      17.9%
Worst             -43.1     -12.4      -0.9        3.1
Average            13.2      11.0      11.1       11.1
- ---------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on stocks
for all of the 5-year periods was 11.0%,  returns for individual  5-year periods
ranged  from a -12.4%  average  (from  1928  through  1932) to 28.6%  (from 1995
through 1999).  These average returns reflect past performance on common stocks;
you should not regard them as an  indication  of future  returns from either the
stock market as a whole or this Fund in particular.

<PAGE>

5

     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  mid- and small-cap  stocks have been more  volatile  than--and at
times have performed quite differently  from--the  large-cap stocks found in the
S&P 500 Index. This is due to several factors, including less-certain growth and
dividend prospects for smaller companies.

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS FROM THE MARKET  SECTOR IN WHICH IT INVESTS WILL TRAIL RETURNS FROM
     OTHER MARKET SECTORS.  AS A GROUP,  SPECIFIC TYPES OF STOCKS (FOR INSTANCE,
     SMALL-CAP STOCKS,  VALUE STOCKS, OR HEALTH-CARE  STOCKS) TEND TO GO THROUGH
     CYCLES OF DOING  BETTER--OR  WORSE--THAN  COMMON  STOCKS IN GENERAL.  THESE
     PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                    LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies whose  outstanding  shares have, on average,  a market value exceeding
$12 billion;  mid-cap funds as those holding  stocks of companies  with a market
value between $1 billion and $12 billion; and small-cap funds as those typically
holding  stocks  of  companies  with a  market  value of less  than $1  billion.
Vanguard periodically reassesses these classifications.
- --------------------------------------------------------------------------------

SECURITY SELECTION
The investment  adviser uses intense,  fundamental  research to identify  stocks
that are  expected  to  outperform  the market  over a  three-to-five  year time
horizon,  and  that  are  available  at  attractive  prices  relative  to  their
fundamental  values.  The adviser may invest a relatively  large  portion of the
Fund's  holdings in specific  industries.  The  adviser has the  flexibility  to
engage in the following hedging and defensive techniques:
- -    Sell stock "short" if the stock's issuer is considered to have  fundamental
     problems (up to 10% of the Fund's net assets).  A short sale occurs when an
     investor  (such as the Fund)  sells  stock  that it does not own,  with the
     expectation of acquiring the stock at a lower price in time for delivery to
     the  purchaser.  Potential  losses from a short sale are  unlimited  if the
     price of the stock rises instead of falls.
- -    The Fund may  purchase put  options--that  is, the right to sell stock at a
     particular price within a specified period of time (up to 10% of the Fund's
     net  assets).  The Fund  would use this  technique  to hedge  (or  protect)
     investments  in the  stocks of  companies  considered  to have  fundamental
     difficulties.
- -    Routinely,  the Fund may increase its cash reserves up to 15% of net assets
     for temporary defensive purposes.  Altogether,  the Fund may commit no more
     than 25% of its assets to these special investment strategies at any time.

<PAGE>

6

[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
     WILL DO A POOR JOB OF  SELECTING  THE STOCKS OR COUNTRIES IN WHICH THE FUND
     INVESTS.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                              FUND DIVERSIFICATION

In general,  the more  diversified  a fund's  stock or bond  holdings,  the less
likely  that a specific  security's  poor  performance  will hurt the fund.  One
measure of a fund's  diversification is the percentage of its assets represented
by its ten largest  holdings.  The average U.S. equity mutual fund has about 30%
of its assets invested in its ten largest holdings,  while some less-diversified
mutual funds have more than 50% of assets invested in their top ten.
- --------------------------------------------------------------------------------

[FLAG] BECAUSE THE FUND INVESTS A HIGHER PERCENTAGE OF ASSETS IN ITS TEN LARGEST
     HOLDINGS THAN THE AVERAGE STOCK FUND DOES,  THE FUND IS SUBJECT TO THE RISK
     THAT ITS PERFORMANCE MAY BE HURT DISPROPORTIONATELY BY THE POOR PERFORMANCE
     OF RELATIVELY FEW STOCKS.

     The Fund is generally managed without regard to tax ramifications.

OTHER INVESTMENT POLICIES AND RISKS
The Fund may invest in futures  contracts,  options  (including puts and calls),
warrants,  convertible securities,  and swap agreements,  which are all types of
derivatives.   Losses  (or   gains)   involving   futures   can   sometimes   be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and  substantial  loss (or gain) for a fund.
Similar  risks  exist for  warrants  (securities  that  permit  their  owners to
purchase  a  specific  number  of  stock  shares  at  a  predetermined   price),
convertible securities (securities that may be exchanged for another asset), and
swap agreements (contracts between parties in which each agrees to make payments
to the other based on the return of a specified index or asset).

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

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

     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
under futures contracts will not exceed 20% of its total assets.

<PAGE>

7

     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.
     Although  the  Fund  typically  does not make  significant  investments  in
foreign securities, it reserves the right to invest up to 20% of its assets this
way. Foreign securities may be traded in U.S. or foreign markets.  To the extent
that it owns foreign securities,  the Fund is subject to (1) country risk, which
is the chance  that  domestic  events--such  as  political  upheaval,  financial
troubles, or a natural disaster--will weaken a country's securities markets; and
(2) currency risk,  which is the chance that a foreign  investment will decrease
in value because of unfavorable changes in currency exchange rates.

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

THE FUND'S REDEMPTION FEE
The Fund charges a redemption fee on shares that are redeemed  (including  those
redeemed by exchanging to another  Vanguard fund) before they have been held for
five years. Because the Fund is intended for long-term investors, the redemption
fee ensures that the costs  associated with short-term  trading are borne by the
investors making the transactions--and not by the long-term  shareholders who do
not generate the costs.
     At Vanguard,  all fees are paid directly to the fund itself (unlike a sales
charge or load,  which--in the case of many fund  companies--is  imposed for the
sole benefit of the sponsor, adviser, or sales representative).

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:
- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive to efficient portfolio management.  A fund may reject a purchase
     request  because of the timing of the investment or because of a history of
     excessive trading by the investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept exchanges by telephone or fax, or on-line.  (IRAs and some other
     retirement accounts are not subject to this rule.)

<PAGE>

8

- -    Certain  Vanguard funds,  including the Capital  Opportunity  Fund,  charge
     transaction  fees  on  share  redemptions.   Other  Vanguard  funds  charge
     transaction fees on share purchases.

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

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

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

TURNOVER RATE
Although  the Fund  normally  seeks to  invest  for the long  term,  it may sell
securities   regardless  of  how  long  they  have  been  held.  The  "Financial
Highlights"  section of this  prospectus  shows historic  turnover rates for the
Fund. A turnover  rate of 100%,  for example,  would mean that the Fund had sold
and  replaced  securities  valued at 100% of its net  assets  within a  one-year
period.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of October 31,  1999,  the average  turnover  rate for all
mid-cap growth stock funds was  approximately  144%,  according to  Morningstar,
Inc.
- --------------------------------------------------------------------------------

THE FUND AND VANGUARD

The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $530 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

<PAGE>

9

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      VANGUARD'S UNIQUE CORPORATE STRUCTURE

The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person,  by a group of individuals,  or by investors who own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at-cost"  basis,  and the funds' expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

The Fund employs PRIMECAP Management Company (PRIMECAP),  225 South Lake Avenue,
Pasadena, CA 91101, as its investment adviser. PRIMECAP manages the Fund subject
to the  control of the  Trustees  and  officers  of the Fund,  and has  provided
advisory services to the Capital Opportunity Fund since February 1, 1998. Before
that, Husic Capital Management (Husic) served as the Fund's investment  adviser.
PRIMECAP provides  investment  advisory services to companies,  endowment funds,
employee  benefit  plans,  and  foundations;  as of October 31,  1999,  PRIMECAP
managed over $21 billion in assets.  For the fiscal year ended October 31, 1999,
the Fund paid PRIMECAP  advisory fees that  represented an effective annual rate
of 0.40% of the Fund's average net assets for the year.
     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the advisers to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUND'S ADVISER

The individuals who oversee the Capital  Opportunity Fund's  investments,  along
with the percentage of Fund assets for which each is primarily responsible, are:

THEO A.  KOLOKOTRONES  (40%),  President of PRIMECAP;  has worked in  investment
management  since 1970; has managed assets since 1983; with PRIMECAP since 1983;
B.A., University of Chicago; M.B.A., Harvard Business School.

HOWARD B. SCHOW (30%), Chairman of PRIMECAP; has worked in investment management
since 1956;  has managed  assets since 1967;  with  PRIMECAP  since 1983;  B.A.,
Williams College; M.B.A., Harvard Business School.

JOEL P.  FRIED  (20%),  Executive  Vice  President  of  PRIMECAP;  has worked in
investment  management  since 1985; has managed assets since 1986; with PRIMECAP
since 1986;  B.S.,  University  of  California,  Los Angeles;  M.B.A.,  Anderson
Graduate School of Business, University of California, Los Angeles.

Each of these three  individuals  manages his portion of the Fund  autonomously;
there is no  decision-making  by  committee.  The  remaining  10% of the Fund is
managed by individuals in PRIMECAP's research department.
- --------------------------------------------------------------------------------

<PAGE>

10

     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  DISTRIBUTIONS

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

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
- -    Distributions  are taxable to you whether or not you reinvest these amounts
     in additional Fund shares.
- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.

<PAGE>

11

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               "BUYING A DIVIDEND"

Unless you are investing through a tax-deferred  retirement  account (such as an
IRA),  you  should  avoid  buying  shares  of a fund  shortly  before it makes a
distribution,  because  doing so can cost you money in  taxes.  This is known as
"buying a dividend." For example: On December 15, you invest $5,000,  buying 250
shares for $20 each. If the fund pays a distribution of $1 per share on December
16, its share price would drop to $19 (not counting  market  change).  You still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
=  $250  in  distributions),  but  you  owe  tax on the  $250  distribution  you
received--even  if you reinvest it in more shares. To avoid "buying a dividend,"
check a fund's distribution schedule before you invest.
- --------------------------------------------------------------------------------

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or  redemptions  from your  account if you do not provide us with
your  correct  taxpayer  identification  number and certify  that it is correct.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID  ADDRESSES.  If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest  all future  distributions  until you  provide us with a valid  mailing
address.
TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

SHARE PRICE

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:

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

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

<PAGE>

12

     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use different abbreviations for the Fund, but the most common is CAPOP.

FINANCIAL HIGHLIGHTS

The following financial  highlights table is intended to help you understand the
Fund's financial  performance since inception,  and certain information reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the percentage  that an investor would have earned or lost each period
on an investment in the Fund (assuming  reinvestment of all dividend and capital
gains  distributions).  This  information  has been derived  from the  financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along  with the Fund's financial  statements--is  included in the Fund's
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
                                    VANGUARD CAPITAL OPPORTUNITY FUND
                                          YEAR ENDED OCTOBER 31,
                        ------------------------------------------------------------
                          1999         1998         1997         1996        1995*
- ------------------------------------------------------------------------------------
<S>                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD    $11.47       $10.48       $10.81        $9.71       $10.00
- ------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income    .029         .021         .037          .01          .02
 Net Realized and
  Unrealized Gain
  (Loss) on
  Investments            8.751        1.014        (.360)        1.12         (.31)
                        ------------------------------------------------------------
   Total from
    Investment
    Operations           8.780        1.035        (.323)        1.13         (.29)
                        ------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income      (.015)       (.045)       (.007)        (.03)          --
 Distributions from
  Realized Capital
  Gains                  (.895)          --           --           --           --
                        ------------------------------------------------------------
   Total Distributions   (.910)       (.045)       (.007)        (.03)          --
- ------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF PERIOD              $19.34       $11.47       $10.48       $10.81        $9.71
====================================================================================

TOTAL RETURN**          81.74%        9.95%       -2.99%       11.67%       -3.19%
====================================================================================
RATIOS/SUPPLEMENTAL
 DATA
 Net Assets, End of
  Period (Millions)     $1,289         $156          $69         $115          $72
 Ratio of Total
  Expenses to Average
  Net Assets             0.75%        0.94%        0.49%        0.50%       0.47%+
 Ratio of Net
  Investment Income to
  Average Net Assets     0.31%        0.18%        0.27%        0.11%       1.29%+
 Turnover Rate             22%         103%         195%         128%          30%
====================================================================================
</TABLE>
*    Subscription  period for the Fund was June 30,  1995,  to August 13,  1995,
     during  which  time  all  assets  were  held in money  market  instruments.
     Performance measurement begins August 14, 1995.
**   Total  return  figures  do not  reflect  the 1% fee  that  is  assessed  on
     redemptions of shares that are held in the Fund for less than five years.
+    Annualized.

<PAGE>

13

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

The Fund began  fiscal 1999 with a net asset value  (price) of $11.47 per share.
During  the year,  the Fund  earned  $0.029  per share  from  investment  income
(interest  and  dividends)  and  $8.751  per  share  from  investments  that had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders  received $0.91 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($8.78  per  share)  minus the  distributions  ($0.91  per share)
resulted in a share price of $19.34 at the end of the year. This was an increase
of $7.87 per share (from  $11.47 at the  beginning  of the year to $19.34 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 81.74% for the year.

As of October 31, 1999, the Fund had $1.29 billion in net assets.  For the year,
its  expense  ratio was 0.75%  ($7.50  per  $1,000 of net  assets);  and its net
investment  income  amounted to 0.31% of its  average  net  assets.  It sold and
replaced securities valued at 22% of its net assets.
- --------------------------------------------------------------------------------

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The Vanguard Group.

<PAGE>

14

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

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many  services that make it convenient to buy, sell or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK ICON]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK ICON]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOK ICON]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [COMPUTER ICON]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

15

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

*Only current Vanguard shareholders can open a new account online, by exchanging
 shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call  Vanguard for  information  on our funds,  fund  services,  and  retirement
accounts, and to request literature.
- --------------------------------------------------------------------------------
CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273
Call Vanguard for information on your account, account transactions, and account
statements.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------

TYPES OF ACCOUNTS

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

- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial  intermediary such as a
bank,  broker,  or investment  adviser.  If you invest with Vanguard  through an
intermediary,  please read that firm's program  materials  carefully to learn of
any  special  rules  that may apply.  For  example,  special  terms may apply to
additional service features, fees, or other policies.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

<PAGE>

16

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
trading on the New York Stock Exchange,  generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$25,000.

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$25,000. The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-111
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

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

For clients of Vanguard's Institutional Division . . .

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

<PAGE>

17

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

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

*You must obtain  a Personal Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]
Call Client  Services to arrange your wire  transaction.  Wire  transactions  to
retirement  accounts are only  available for asset  transfers and rollovers from
other financial institutions.  Individual IRA contributions will not be accepted
by wire.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard Capital Opportunity Fund-111
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

<PAGE>

18

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 21.

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

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

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

<PAGE>

19

TELEPHONE REQUESTS [TELEPHONE ICON]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to  sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

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

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

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

<PAGE>

20

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

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

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

For clients of Vanguard's Institutional Division .  .  .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's  operation or  performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

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

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

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- -    The Fund name and account number.
- -    The amount of the transaction (in dollars or shares).

<PAGE>

21

- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

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

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

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  including  transactions  conducted by check,  wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard  determines,  in  its  sole  discretion,  could  adversely  affect  the
management of the Fund.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------

<PAGE>

22

TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send  separate  reports,  notify our Client  Services  Department  at
1-800-662-2739.
- --------------------------------------------------------------------------------
CONFIRMATION  STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO  SUMMARY  [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND   FINANCIAL   REPORTS
Mailed in December and June for this Fund
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE  COST REVIEW  STATEMENT  [BOOK ICON]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>


                     (THIS PAGE INTENTIONALLY LEFT BLANK.)


<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

COMMON STOCK
A security representing ownership rights in a corporation. A stockholder is
entitled to share in the company's profits, some of which may be paid out as
dividends.

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

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

FUND DIVERSIFICATION
Holding a variety of securities so that a fund's return is not hurt badly by the
poor performance of a single security, industry, or country.

GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth. Reflecting market expectations for superior growth, the
prices of growth stocks often are relatively high in comparison with such
factors as revenue, earnings, and book value.

INVESTMENT ADVISER
An organization that makes the day-to-day decisions regarding a fund's
investments.

MUTUAL FUND
An investment company that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

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

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock, divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share, has
a price/earnings ratio of 10.

PRINCIPAL
The amount of money you put into an investment.

SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.

TOTAL RETURN
A percentage change, over a specified time period, in a mutual fund's net asset
value, assuming the reinvestment of all distributions of dividends and capital
gains.

VALUE STOCK FUND
A mutual fund that emphasizes stocks of companies whose growth prospects are
generally regarded as subpar by the market. Reflecting these market
expectations, the prices of value stocks typically are below-average in
comparison with such factors as revenue, earnings, and book value.

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

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

<PAGE>


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

                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

FOR MORE INFORMATION
If you'd like more information about
Vanguard Capital Opportunity Fund,
the following documents are
available free upon request:

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.

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

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

THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA
19482-2600

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:

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

TEXT TELEPHONE:
1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-6009.

Fund's Investment Company Act
file number: 811-07239

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

P111N-02/18/2000


<PAGE>



                                                               VANGUARD(R)
                                                               GLOBAL ASSET
                                                               ALLOCATION FUND

                                                               Prospectus
                                                               February 18, 2000

This prospectus contains
financial data for the Fund
through the fiscal year
ended October 31, 1999

                                                        [A MEMBER OF
                                                        THE VANGUARD GROUP LOGO]

<PAGE>

VANGUARD GLOBAL ASSET ALLOCATION FUND
Prospectus
February 18, 2000

A Global Asset Allocation Mutual Fund

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------
 1  FUND PROFILE                         16  INVESTING WITH VANGUARD
 3  ADDITIONAL INFORMATION                   16  SERVICES AND ACCOUNT FEATURES
 3  MORE ON THE FUND                         17  TYPES OF ACCOUNTS
11  THE FUND AND VANGUARD                    18  BUYING SHARES
11  INVESTMENT ADVISER                       20  REDEEMING SHARES
12  DIVIDENDS, CAPITAL GAINS, AND TAXES      24  TRANSFERRING REGISTRATION
14  SHARE PRICE                              24  FUND AND ACCOUNT UPDATES
14  FINANCIAL HIGHLIGHTS                 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objective, risks, and strategies of Vanguard Global
Asset Allocation Fund. To highlight terms and concepts  important to mutual fund
investors,  we have provided "Plain Talk(R)" explanations along the way. Reading
the prospectus will help you to decide whether the Fund is the right  investment
for you. We suggest that you keep it for future reference.
- -------------------------------------------------------------------------------


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

1

FUND PROFILE

The  following  profile   summarizes  key  features  of  Vanguard  Global  Asset
Allocation Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide maximum long-term total return.

INVESTMENT STRATEGIES
The Fund invests in an adjustable  mix of stocks,  government  bonds  (including
bonds issued by  government  agencies  and  supra-national  entities),  and cash
reserves selected primarily from nine major markets: Australia,  Canada, France,
Germany, Hong Kong, Japan, Spain, the United Kingdom, and the United States. The
adviser uses quantitative,  or computer-driven,  investment models in seeking to
identify the asset classes and countries (for instance, French bonds or Japanese
stocks) that offer the best relative  return  prospects,  adjusted for risk. The
Fund may simulate common stock performance by investing in stock index futures
contracts.  Although the Fund's total futures  exposure may reach 50% of assets,
these investments will not be used to leverage the Fund's performance.

PRIMARY RISKS
An investment in the Fund could lose money over short or even long periods.  You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the overall stock market. The Fund's performance could be hurt by:
- -    Interest  rate risk,  which is the chance  that bond  prices  overall  will
     decline  over  short or even long  periods  due to rising  interest  rates.
     Interest  rate risk will range from low to high for the Fund,  depending on
     the amount of Fund assets invested in bonds.
- -    Country risk,  which is the chance that domestic  events--such as political
     upheaval,   financial  troubles,  or  a  natural  disaster--will  weaken  a
     country's securities markets.
- -    Currency risk, which is the chance that investments in a particular country
     will  decrease  in value if the U.S.  dollar  rises in value  against  that
     country's currency.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.
- -    Credit risk,  which is the chance that the issuer will fail to pay interest
     and principal in a timely  manner.  Credit risk should be low for the Fund,
     since it invests  only a portion of its assets in bonds,  most of which are
     considered high quality.

PERFORMANCE/RISK INFORMATION
The following bar chart is intended to help you understand the risk of investing
in the Fund.  It shows how the Fund's  performance  has varied from one calendar
year to another since  inception.  In addition,  there is a table that shows how
the Fund's average annual total returns  compare with those of a relevant market
index over set periods of time.  Keep in mind that the Fund's  past  performance
does not indicate how it will perform in the future.

<PAGE>

2

             ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
             ----------------------------------------------------
                              1996           9.97%
                              1997           9.25%
                              1998          15.13%
                              1999          11.83%
             ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 9.38% (quarter ended December 31, 1998), and the lowest return for a
quarter was -2.87% (quarter ended September 30, 1998).

      -------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      -------------------------------------------------------------------------
                                               1 YEAR       SINCE INCEPTION*
      -------------------------------------------------------------------------
      Vanguard Global Asset
        Allocation Fund                        11.83%            12.11%
      Morgan Stanley Capital
        International (MSCI) All
        Country World Index                    27.31             19.36
      Russell Global Balanced Index**          16.45             16.80
      -------------------------------------------------------------------------
       *August 14, 1995.
      **Weighted 60% stock investments, 30% bond investments, and 10% U.S.
        cash reserves; the stock and bond components are calculated using
        established local market indexes in each country.
      -------------------------------------------------------------------------

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

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

      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.53%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.05%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.58%

     *The 1% fee applies to shares redeemed (either by selling or exchanging
      to another fund) within five years of purchase. The fee is withheld
      from redemption proceeds and retained by the Fund. Shares held for five
      years or more are not subject to the 1% fee.

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, that operating expenses remain the same, and that you redeem your shares
at the end of the given period.

<PAGE>

3

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $164         $300       $324         $726
- -------------------------------------------------

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
    $59         $186       $324         $726
- -------------------------------------------------

     THESE  EXAMPLES  SHOULD NOT BE CONSIDERED TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  FUND EXPENSES

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard Global Asset Allocation  Fund's expense ratio in fiscal year
1999 was 0.58%,  or $5.80 per $1,000 of average net assets.  The average  global
flexible  mutual fund had expenses of 1.77%, or $17.70 per $1,000 of average net
assets (derived from data provided as of December 31, 1999 by Lipper Inc., which
reports on the mutual fund industry).  Management  expenses,  which comprise one
part of operating  expenses,  include investment  advisory fees as well as other
costs of managing a fund--such as account  maintenance,  reporting,  accounting,
legal, and other administrative expenses.

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

DIVIDENDS AND CAPITAL GAINS             MINIMUM INITIAL INVESTMENT
Distributed annually in December        $3,000; $1,000 for IRAs and custodial
                                        accounts for minors
INVESTMENT ADVISER
Strategic Investment Management,        NEWSPAPER ABBREVIATION
Arlington, Va., since inception         GlbAA

INCEPTION DATE                          VANGUARD FUND NUMBER
August 14, 1995                         115

NET ASSETS AS OF OCTOBER 31, 1999       CUSIP NUMBER
$99 million                             922038401

SUITABLE FOR IRAS                       TICKER SYMBOL
Yes                                     VHAAX
- --------------------------------------------------------------------------------

MORE ON THE FUND

This  prospectus  describes  risks  you  would  face as a Fund  investor.  It is
important  to keep in mind one of the main axioms of  investing:  The higher the
risk of losing money,  the higher the potential  reward.  The reverse,  also, is
generally  true:  The lower the risk,  the lower the  potential  reward.  As you
consider an  investment  in any mutual  fund,  you should also take into account
your personal tolerance for daily fluctuations in securities markets. Look for

<PAGE>

4

this  [FLAG]  symbol  throughout  the  prospectus.  It is used to mark  detailed
information  about  each  type  of  risk  that  you  would  confront  as a  Fund
shareholder.
     The  following  sections  explain the  primary  investment  strategies  and
policies  that the Fund uses in pursuit of its  objective.  The Fund's  Board of
Trustees,  which  oversees  the  management  of the Fund,  may change the Fund's
investment  objective or strategies in the interest of  shareholders,  without a
shareholder vote.
     Finally, you'll find information on other important features of the Fund.

MARKET EXPOSURE
The Fund  invests  in  stocks,  government  bonds  (including  bonds  issued  by
government  agencies and supra-national  entities),  and money market securities
from a wide variety of countries.  Decisions about which markets and which types
of assets to invest in are made by  computer  programs  that  weigh a variety of
factors  to  identify  the most  attractive  balance  of  potential  return  and
potential  risks.  For its  stock  segment,  the Fund  generally  holds  futures
contracts instead of individual stocks to minimize  transaction  costs. The Fund
holds only government bonds  (including bonds issued by government  agencies and
supra-national  entities) in its bond segment;  the  maturities and durations of
bond  holdings  will vary  depending  on the  interest-rate  outlook  in various
markets.  The Fund uses forward  foreign  currency  contracts in addition to its
other holdings, to actively manage its forward currency exposure relative to the
Global Balanced Index, a benchmark index discussed on page 8.

[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.
     IN ADDITION,  INVESTMENTS IN FOREIGN STOCK MARKETS CAN BE RISKIER THAN U.S.
     STOCK  INVESTMENTS.  THE PRICES OF  INTERNATIONAL  STOCKS AND THE PRICES OF
     U.S. STOCKS HAVE OFTEN MOVED IN OPPOSITE DIRECTIONS. THESE PERIODS HAVE, IN
     THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

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

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

FOREIGN STOCKS
To illustrate the volatility of international  stock prices, the following table
shows the best,  worst, and average total returns for foreign stock markets over
various periods as measured by the Morgan Stanley Capital  International Europe,
Australasia,   Far  East  (MSCI  EAFE)  Index,   a  widely  used   barometer  of
international  market  activity.  (Total returns consist of

<PAGE>

5

dividend income plus change in market price.) Note that the returns shown do not
include  the  costs of  buying  and  selling  stocks  or other  expenses  that a
real-world  investment  portfolio would incur.  Note, also, that the gap between
best and worst tends to narrow over the long term.

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

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

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

<PAGE>

6

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

[FLAG] BECAUSE OF ITS FOREIGN  INVESTMENTS,  THE FUND IS SUBJECT TO COUNTRY RISK
     AND CURRENCY RISK.  COUNTRY RISK IS THE CHANCE THAT POLITICAL  EVENTS (SUCH
     AS A WAR),  FINANCIAL  PROBLEMS  (SUCH AS GOVERNMENT  DEFAULT),  OR NATURAL
     DISASTERS (SUCH AS AN EARTHQUAKE) WILL WEAKEN A COUNTRY'S ECONOMY AND CAUSE
     INVESTMENTS IN THAT COUNTRY TO LOSE MONEY. CURRENCY RISK IS THE CHANCE THAT
     A  "STRONGER"  U.S.  DOLLAR WILL REDUCE  RETURNS  FOR  AMERICANS  INVESTING
     OVERSEAS.  GENERALLY,  WHEN THE  DOLLAR  RISES IN VALUE  AGAINST  A FOREIGN
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH FEWER U.S. DOLLARS.

U.S. STOCKS
To illustrate  the  volatility of stock  prices,  the following  table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the Standard & Poor's 500 Index,  a widely used barometer
of market  activity.  (Total returns  consist of dividend  income plus change in
market  price.)  Note that the returns  shown do not include the costs of buying
and selling  stocks or other  expenses  that a real-world  investment  portfolio
would  incur.  Note,  also,  that the gap between best and worst tends to narrow
over the long term.

- ---------------------------------------------------------
         U.S. STOCK MARKET RETURNS (1926-1999)
- ---------------------------------------------------------
                  1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ---------------------------------------------------------
Best               54.2%     28.6%     19.9%      17.9%
Worst             -43.1     -12.4      -0.9        3.1
Average            13.2      11.0      11.1       11.1
- ---------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on stocks
for all of the 5-year periods was 11.0%,  returns for individual  5-year periods
ranged  from a -12.4%  average  (from  1928  through  1932) to 28.6%  (from 1995
through 1999).  These average returns reflect past performance on common stocks;
you should not regard them as an  indication  of future  returns from either the
stock market as a whole or this Fund in particular.
     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  mid- and small-cap  stocks have been more  volatile  than--and at
times have performed quite differently  from--the  large-cap stocks found in the
S&P 500 Index. This is due to several factors, including less-certain growth and
dividend prospects for smaller companies.

U.S. AND FOREIGN GOVERNMENT BONDS AND CASH RESERVES
The Fund invests in U.S. and foreign government bonds (including bonds issued by
government agencies and supra-national  entities),  and in U.S. and foreign cash
reserves. Bonds held by the Fund may be short- or long-term, ranging in maturity
from 1 to 30 years. In addition,  it is expected that all bonds held by the Fund
will be of investment-grade quality.

<PAGE>

7

[FLAG] DUE TO ITS BOND  INVESTMENTS,  THE FUND IS SUBJECT TO INTEREST RATE RISK,
     WHICH IS THE CHANCE THAT BOND PRICES  OVERALL  WILL  DECLINE  OVER SHORT OR
     EVEN LONG PERIODS DUE TO RISING INTEREST RATES,  AND CREDIT RISK,  WHICH IS
     THE CHANCE THAT A BOND ISSUER WILL FAIL TO PAY INTEREST AND  PRINCIPAL IN A
     TIMELY MANNER.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                            BONDS AND INTEREST RATES

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

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                 CREDIT QUALITY

A bond's credit quality  depends on the issuer's  ability to pay interest on the
bond and,  ultimately,  to repay the  debt.  The lower the  rating by one of the
independent  bond-rating  agencies (for example,  Moody's or Standard & Poor's),
the greater the chance--in  the rating  agency's  opinion--that  the bond issuer
will default, or fail to meet its payment  obligations.  All things being equal,
the lower a bond's credit  rating,  the higher its yield should be to compensate
investors for assuming  additional  risk. Bonds rated in one of the four highest
rating categories are considered "investment grade."
- --------------------------------------------------------------------------------

FUTURES, OPTIONS, AND OTHER DERIVATIVES
The Fund may invest in futures  contracts,  options  (including puts and calls),
warrants,  convertible securities,  and swap agreements,  which are all types of
derivatives.   Losses  (or   gains)   involving   futures   can   sometimes   be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and  substantial  loss (or gain) for a fund.
Similar  risks  exist for  warrants  (securities  that  permit  their  owners to
purchase  a  specific  number  of  stock  shares  at  a  predetermined   price),
convertible securities (securities that may be exchanged for another asset), and
swap agreements (contracts between parties in which each agrees to make payments
to the other based on the return of a specified index or asset).
     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
under  futures  contracts  and  options  will not exceed 50% of its net  assets,
provided that no more than 20% of the Fund's assets are invested in options.
     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.

<PAGE>

8

- -    To  achieve  index-like  exposure  to  foreign  markets  by  using  futures
     contracts in conjunction with forward foreign currency exchange contracts.

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

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

FORWARD FOREIGN CURRENCY CONTRACTS
The Fund may purchase  forward  foreign  currency  contracts to help protect its
holdings  against  unfavorable  short-term  changes in exchange rates. A forward
currency exchange  contract is an agreement to buy or sell a country's  currency
at a  specific  price on a  specific  date,  usually  30,  60, or 90 days in the
future.  In other words,  the contract  guarantees  an exchange  rate on a given
date.  These  contracts will not,  however,  prevent the Fund's  securities from
falling in value during foreign market  downswings.  Note that the Fund will not
enter into such contracts for speculative purposes.
     Under normal  circumstances,  the Fund will not commit more than 20% of its
assets to forward currency exchange contracts.  The Fund uses these contracts in
conjunction  with its other  portfolio  holdings to actively  manage its forward
currency  exposure  relative to the Global  Balanced  Index,  a benchmark  index
discussed  below.  There is no specific limit on the Fund's  exposure to forward
currency  contracts;  however,  the Global Balanced Index has  approximately 15%
exposure to foreign currency.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                            THE GLOBAL BALANCED INDEX

The Global Balanced Index is a measure of the overall investment  performance of
nine major markets--Australia, Canada, France, Germany, Hong Kong, Japan, Spain,
the  United  Kingdom,  and the  United  States--in  the  three  principal  asset
categories:  stocks,  bonds,  and cash  reserves.  The Index is composed of: 60%
global  stock  investments;  30%  global  bond  investments;  and 10% U.S.  cash
reserves.  Frank Russell  Company  administers the Index on behalf of the Global
Asset  Allocation  Fund.  Countries may be added to or deleted from the Index in
the future, to keep pace with the Fund's ongoing investment program.
- --------------------------------------------------------------------------------

SECURITY SELECTION
The Fund's investment adviser invests in an adjustable mix of stocks, government
bonds  (including  bonds  issued  by  government   agencies  and  supra-national
entities),  and cash  reserves  selected  primarily  from  nine  major  markets:
Australia, Canada, France, Germany, Hong Kong, Japan, Spain, the United Kingdom,
and the United  States.  In managing the

<PAGE>

9

Fund,  the  adviser  seeks to  outperform  a benchmark  index of the  investment
returns in these  markets (see the "Plain Talk" on the Global  Balanced  Index).
However, the adviser may expand into other markets,  including emerging markets,
at any time.
     The adviser uses  quantitative,  or  computer-driven,  investment models in
seeking to identify the asset classes and countries (for instance,  French bonds
or Japanese stocks) that offer the best relative return prospects,  adjusted for
risk. The adviser may  concentrate  the Fund's assets in a few countries  and/or
asset  classes,  but no more than 50% of the Fund's assets will be invested in a
single asset class from a single country (for instance, French bonds).
     Rather  than  looking at the stocks of  individual  companies,  the adviser
takes an indexed approach to common stock investing within particular countries.
As a substitute for common stock investments,  the adviser will invest up to 50%
of the Fund's  assets in stock index  futures for the target  country or market.
While this  indexed  approach  will be the norm,  the adviser  may  occasionally
execute modest "tilts" in favor of stocks with particular  characteristics  (for
instance,  lower than average  market  capitalization)  or hold an  overweighted
position in a security  intended to represent an entire market (for instance,  a
closed-end, single-country fund).

[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
     WILL DO A POOR JOB OF SELECTING THE SECURITIES, ASSET CLASSES, OR COUNTRIES
     IN WHICH THE FUND INVESTS.

     The Fund is generally managed without regard to tax ramifications.

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

THE FUND'S REDEMPTION FEE
The Fund charges a redemption fee on shares that are redeemed  (including  those
redeemed by exchanging to another  Vanguard fund) before they have been held for
five years. Because the Fund is intended for long-term investors, the redemption
fee ensures that the costs  associated with short-term  trading are borne by the
investors making the transactions--and not by the long-term  shareholders who do
not generate the costs.
     At Vanguard,  all fees are paid directly to the fund itself (unlike a sales
charge or load,  which--in the case of many fund  companies--is  imposed for the
sole benefit of the sponsor, adviser, or sales representative).

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:

<PAGE>

10

- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive to efficient portfolio management.  A fund may reject a purchase
     request  because of the timing of the investment or because of a history of
     excessive trading by the investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept  exchanges  by  telephone  or fax, or  on-line.  (IRAs and other
     retirement accounts are not subject to this rule.)
- -    Certain Vanguard funds,  including the Global Asset Allocation Fund, charge
     transaction  fees  on  share  redemptions.   Other  Vanguard  funds  charge
     transaction fees on share purchases.

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

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

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

TURNOVER RATE
Although  the Fund  normally  seeks to  invest  for the long  term,  it may sell
securities   regardless  of  how  long  they  have  been  held.  The  "Financial
Highlights"  section of this  prospectus  shows historic  turnover rates for the
Fund. A turnover  rate of 100%,  for example,  would mean that the Fund had sold
and  replaced  securities  valued at 100% of its net  assets  within a  one-year
period.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of October 31,  1999,  the average  turnover  rate for all
global flexible mutual funds was approximately  141%,  according to Morningstar,
Inc.
- --------------------------------------------------------------------------------

<PAGE>

11

THE FUND AND VANGUARD

The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $530 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      VANGUARD'S UNIQUE CORPORATE STRUCTURE

The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person,  by a group of individuals,  or by investors who own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at-cost"  basis,  and the funds' expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

The Fund employs Strategic Investment Management  (Strategic),  1001 19th Street
North, 16th Floor,  Arlington,  VA 22209, as its investment  adviser.  Strategic
provides  asset  management  services to companies,  institutions,  trusts,  and
individuals;  as of October 31, 1999,  Strategic  and its  affiliated  companies
managed over $4.6 billion in assets.  Strategic  manages the Fund subject to the
control of the Trustees and officers of the Fund.
     Strategic's  advisory fee is paid at the end of each fiscal  quarter.  This
fee is based on certain  annual  percentage  rates applied to the Fund's average
month-end net assets for each quarter.  Strategic's advisory fee is increased or
decreased  based on the Fund's  investment  performance  relative to that of the
Global Balanced Index. For the fiscal year ended October 31, 1999, the Fund paid
Strategic  advisory fees that  represented an effective  annual rate of 0.40% of
the Fund's average net assets before a decrease of 0.28% based on performance.
     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the advisers to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

<PAGE>

12

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUND'S ADVISER

The individuals primarily responsible for overseeing the Global Asset Allocation
Fund's investments are:

MICHAEL A. DUFFY,  Managing  Director of Strategic;  has worked in finance since
1982; has managed assets for Strategic since 1987; B.A., University of Michigan;
M.A., Ph.D., University of Chicago.

ERIC  BENDICKSON,  Portfolio  Manager of  Strategic;  has  worked in  investment
management since 1986; with Strategic since 1989; has managed assets since 1995;
B.A., The Colorado College;  M.B.A.,  George Washington School of Government and
Business Administration.
- --------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
The Fund distributes to shareholders virtually all of its net income (interest
and dividends, less expenses), as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  DISTRIBUTIONS

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

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
- -    Distributions  are taxable to you whether or not you reinvest these amounts
     in additional Fund shares.
- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.

<PAGE>

13

- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.
- -    The Fund may be subject to foreign  taxes or  foreign  tax  withholding  on
     dividends,  interest,  and some  capital  gains that it receives on foreign
     securities.  You may qualify for an  offsetting  credit or deduction  under
     U.S.  tax laws for your  portion of the  Fund's  foreign  tax  obligations,
     provided  that you meet certain  requirements.  See your tax adviser or IRS
     publications for more information.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               "BUYING A DIVIDEND"

Unless you are investing through a tax-deferred  retirement  account (such as an
IRA),  you  should  avoid  buying  shares  of a fund  shortly  before it makes a
distribution,  because  doing so can cost you money in  taxes.  This is known as
"buying a dividend." For example: On December 15, you invest $5,000,  buying 250
shares for $20 each. If the fund pays a distribution of $1 per share on December
16, its share price would drop to $19 (not counting  market  change).  You still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
=  $250  in  distributions),  but  you  owe  tax on the  $250  distribution  you
received--even  if you reinvest it in more shares. To avoid "buying a dividend,"
check a fund's distribution schedule before you invest.
- --------------------------------------------------------------------------------

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or  redemptions  from your  account if you do not provide us with
your  correct  taxpayer  identification  number and certify  that it is correct.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID  ADDRESSES.  If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest  all future  distributions  until you  provide us with a valid  mailing
address.
TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

<PAGE>

14

SHARE PRICE

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:

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

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use different abbreviations for the Fund, but the most common is GLBAA.


FINANCIAL HIGHLIGHTS

The following financial  highlights table is intended to help you understand the
Fund's financial  performance since inception,  and certain information reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the percentage  that an investor would have earned or lost each period
on an investment in the Fund (assuming  reinvestment of all dividend and capital
gains  distributions).  This  information  has been derived  from the  financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along  with the Fund's financial  statements--is  included in the Fund's
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.

<PAGE>

15

<TABLE>
- ------------------------------------------------------------------------------------
                                    VANGUARD GLOBAL ASSET ALLOCATION FUND
                                           YEAR ENDED OCTOBER 31,
                        ------------------------------------------------------------
                          1999         1998         1997         1996        1995*
- ------------------------------------------------------------------------------------
<S>                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD    $11.29       $11.39       $11.29       $10.27       $10.00
- ------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income    .460          .58          .62          .50          .11
 Net Realized and
  Unrealized Gain (Loss)
  on Investments          .945          .61          .40          .75          .16
                        ------------------------------------------------------------
   Total from Investment
    Operations           1.405         1.19         1.02         1.25          .27
                        ------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income      (.620)        (.75)        (.58)        (.20)          --
 Distributions from
  Realized Capital Gains (.485)        (.54)        (.34)        (.03)          --
                        ------------------------------------------------------------
   Total Distributions  (1.105)       (1.29)        (.92)        (.23)          --
- ------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF PERIOD              $11.59       $11.29       $11.39       $11.29       $10.27
====================================================================================

TOTAL RETURN**          13.44%       11.56%        9.69%       12.34%        2.39%
====================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)        $99          $86          $81          $76          $45
 Ratio of Total
  Expenses to Average
  Net Assets             0.58%        0.54%        0.54%        0.79%       0.52%+
 Ratio of Net
  Investment Income to
  Average Net Assets     4.40%        5.12%        5.46%        5.18%       5.42%+
 Turnover Rate            188%         182%         162%         191%          17%
====================================================================================
</TABLE>
*    Subscription  period for the Fund was June 30,  1995,  to August 13,  1995,
     during  which  time  all  assets  were  held in money  market  instruments.
     Performance measurement begins August 14, 1995.
**   Total  return  figures  do not  reflect  the 1% fee  that  is  assessed  on
     redemptions of shares that are held in the Fund for less than five years.
+    Annualized.

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

The Fund began  fiscal 1999 with a net asset value  (price) of $11.29 per share.
During  the  year,  the Fund  earned  $0.46  per share  from  investment  income
(interest  and  dividends)  and  $0.945  per  share  from  investments  that had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders received $1.105 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($1.405  per share)  minus the  distributions  ($1.105 per share)
resulted in a share price of $11.59 at the end of the year. This was an increase
of $0.30 per share (from  $11.29 at the  beginning  of the year to $11.59 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 13.44% for the year.

As of October 31,  1999,  the Fund had $99 million in net assets.  For the year,
its  expense  ratio was 0.58%  ($5.80  per  $1,000 of net  assets);  and its net
investment  income  amounted to 4.40% of its  average  net  assets.  It sold and
replaced securities valued at 188% of its net assets.
- --------------------------------------------------------------------------------

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The  Vanguard  Group.  Frank  Russell  Company  is the  owner  of the
trademarks and copyrights relating to the Russell Indexes.

<PAGE>

16

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

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many  services that make it convenient to buy, sell or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK ICON]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK ICON]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOK ICON]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [COMPUTER ICON]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

17

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

*Only current Vanguard shareholders can open a new account online, by exchanging
 shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call  Vanguard for  information  on our funds,  fund  services,  and  retirement
accounts, and to request literature.
- --------------------------------------------------------------------------------
CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273
Call Vanguard for information on your account, account transactions, and account
statements.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------

TYPES OF ACCOUNTS

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

- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial  intermediary such as a
bank,  broker,  or investment  adviser.  If you invest with Vanguard  through an
intermediary,  please read that firm's program  materials  carefully to learn of
any  special  rules  that may apply.  For  example,  special  terms may apply to
additional service features, fees, or other policies.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

<PAGE>

18

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
trading on the New York Stock Exchange,  generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$3,000 (regular account); $1,000 (traditional IRAs and Roth IRAs).

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-115
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

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

For clients of Vanguard's Institutional Division . . .

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

<PAGE>

19

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

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

*You must obtain  a Personal Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]
Call Client  Services to arrange your wire  transaction.  Wire  transactions  to
retirement  accounts are only  available for asset  transfers and rollovers from
other financial institutions.  Individual IRA contributions will not be accepted
by wire.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard Global Asset Allocation Fund-115
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

<PAGE>

20

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 23.

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

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

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

<PAGE>

21

TELEPHONE REQUESTS [TELEPHONE ICON]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to  sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

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

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

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

<PAGE>

22

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

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

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

For clients of Vanguard's Institutional Division .  .  .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's  operation or  performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

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

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

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- -    The Fund name and account number.
- -    The amount of the transaction (in dollars or shares).

<PAGE>

23

- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

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

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

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  including  transactions  conducted by check,  wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard  determines,  in  its  sole  discretion,  could  adversely  affect  the
management of the Fund.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------

<PAGE>

24

TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send  separate  reports,  notify our Client  Services  Department  at
1-800-662-2739.
- --------------------------------------------------------------------------------
CONFIRMATION  STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO  SUMMARY  [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND   FINANCIAL   REPORTS
Mailed in December and June for this Fund
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE  COST REVIEW  STATEMENT  [BOOK ICON]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

COMMON STOCK
A security  representing  ownership  rights in a  corporation.  A stockholder is
entitled  to share in the  company's  profits,  some of which may be paid out as
dividends.

COUNTRY RISK
The chance that domestic events--such as political upheaval, financial troubles,
or a natural disaster--will weaken a country's securities markets.

CURRENCY RISK
The  chance  that a  foreign  investment  will  decrease  in  value  because  of
unfavorable changes in currency exchange rates.

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

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

INVESTMENT ADVISER
An  organization  that  makes  the  day-to-day   decisions  regarding  a  fund's
investments.

INVESTMENT-GRADE
A bond whose credit quality is considered by independent bond-rating agencies to
be sufficient to ensure timely  payment of principal and interest  under current
economic circumstances.

MUTUAL FUND
An  investment  company  that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

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

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock,  divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share,  has
a price/earnings ratio of 10.

PRINCIPAL
The amount of money you put into an investment.

SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.

TOTAL RETURN
A percentage change,  over a specified time period, in a mutual fund's net asset
value,  assuming the reinvestment of all  distributions of dividends and capital
gains.

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

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

<PAGE>


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

                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

FOR MORE INFORMATION
If you'd like more information about
Vanguard Global Asset Allocation
Fund, the following documents are
available free upon request:

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.

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

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

THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA
19482-2600

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:

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

TEXT TELEPHONE:
1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-6009.

Fund's Investment Company Act
file number: 811-07239

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

P115N-02/18/2000


<PAGE>



                                                               VANGUARD(R)
                                                               GLOBAL EQUITY
                                                               FUND

                                                               Prospectus
                                                               February 18, 2000

This prospectus contains
financial data for the Fund
through the fiscal year
ended October 31, 1999

                                                        [A MEMBER OF
                                                        THE VANGUARD GROUP LOGO]

<PAGE>

VANGUARD GLOBAL EQUITY FUND
Prospectus
February 18, 2000

A Global Stock Mutual Fund

- --------------------------------------------------------------------------------
    CONTENTS
- --------------------------------------------------------------------------------
 1  FUND PROFILE                         15  INVESTING WITH VANGUARD
 3  ADDITIONAL INFORMATION                   15  SERVICES AND ACCOUNT FEATURES
 3  MORE ON THE FUND                         16  TYPES OF ACCOUNTS
10  THE FUND AND VANGUARD                    17  BUYING SHARES
10  INVESTMENT ADVISER                       19  REDEEMING SHARES
11  DIVIDENDS, CAPITAL GAINS, AND TAXES      23  TRANSFERRING REGISTRATION
13  SHARE PRICE                              23  FUND AND ACCOUNT UPDATES
13  FINANCIAL HIGHLIGHTS                 GLOSSARY (inside back cover)
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
WHY READING THIS PROSPECTUS IS IMPORTANT
This prospectus explains the objective, risks, and strategies of Vanguard Global
Equity Fund. To highlight terms and concepts important to mutual fund investors,
we have  provided  "Plain  Talk(R)"  explanations  along  the way.  Reading  the
prospectus will help you to decide whether the Fund is the right  investment for
you. We suggest that you keep it for future reference.
- -------------------------------------------------------------------------------


NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

1

FUND PROFILE

The following profile summarizes key features of Vanguard Global Equity Fund.

INVESTMENT OBJECTIVE
The Fund seeks to provide maximum long-term total return.

INVESTMENT STRATEGIES
The Fund  invests  primarily  in U.S.  and foreign  stocks.  The Fund's  adviser
selects stocks mainly on the basis of industry and company analysis,  and not on
the basis of  regional  or  country  allocation  decisions.  The Fund  typically
invests  across a wide range of  industries,  and its  holdings  are expected to
represent a mix of value and growth stocks as well as a mix of  established  and
emerging stock markets.

PRIMARY RISKS
An investment in the Fund could lose money over short or even long periods.  You
should expect the Fund's share price and total return to fluctuate within a wide
range, like the overall stock market. The Fund's performance could be hurt by:
- -    Country risk,  which is the chance that domestic  events--such as political
     upheaval,   financial  troubles,  or  a  natural  disaster--will  weaken  a
     country's securities markets.
- -    Currency risk, which is the chance that investments in a particular country
     will  decrease  in value if the U.S.  dollar  rises in value  against  that
     country's currency.
- -    Manager risk,  which is the chance that poor security  selection will cause
     the Fund to underperform other funds with similar investment objectives.

PERFORMANCE/RISK INFORMATION
The following bar chart is intended to help you understand the risk of investing
in the Fund.  It shows how the Fund's  performance  has varied from one calendar
year to another since  inception.  In addition,  there is a table that shows how
the Fund's average annual total returns  compare with those of a relevant market
index over set periods of time.  Keep in mind that the Fund's  past  performance
does not indicate how it will perform in the future.

             ----------------------------------------------------
                              ANNUAL TOTAL RETURNS
             ----------------------------------------------------
                              1996          15.59%
                              1997           6.91%
                              1998           9.39%
                              1999          25.95%
             ----------------------------------------------------

     During the period shown in the bar chart, the highest return for a calendar
quarter was 17.74% (quarter ended December 31, 1998),  and the lowest return for
a quarter was -15.62% (quarter ended September 30, 1998).

<PAGE>

2

      ------------------------------------------------------------------------
          AVERAGE ANNUAL TOTAL RETURNS FOR YEARS ENDED DECEMBER 31, 1999
      ------------------------------------------------------------------------
                                                    1 YEAR   SINCE INCEPTION*
      ------------------------------------------------------------------------
      Vanguard Global Equity Fund                   25.95%        14.35%
      Morgan Stanley Capital International          27.31         19.36
       (MSCI) All Country World Index
      ------------------------------------------------------------------------
      *August 14, 1995.
      ------------------------------------------------------------------------

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

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


      ANNUAL FUND OPERATING EXPENSES (expenses deducted from the Fund's assets)
      Management Expenses:                                              0.64%
      12b-1 Distribution Fee:                                            None
      Other Expenses:                                                   0.07%
       TOTAL ANNUAL FUND OPERATING EXPENSES:                            0.71%

     *The 1% fee applies to shares redeemed (either by selling or exchanging
      to another fund) within five years of purchase. The fee is withheld
      from redemption proceeds and retained by the Fund. Shares held for five
      years or more are not subject to the 1% fee.

     The following example is intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds. It illustrates the
hypothetical  expenses  that you would incur over various  periods if you invest
$10,000 in the Fund.  This example assumes that the Fund provides a return of 5%
a year, that operating expenses remain the same, and that you redeem your shares
at the end of the given period.

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $177        $340       $395          $883
- -------------------------------------------------

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

- -------------------------------------------------
  1 YEAR      3 YEARS    5 YEARS      10 YEARS
- -------------------------------------------------
   $73         $227       $395          $883
- -------------------------------------------------

     THESE  EXAMPLES  SHOULD NOT BE CONSIDERED TO REPRESENT  ACTUAL  EXPENSES OR
PERFORMANCE  FROM THE PAST OR FOR THE  FUTURE.  ACTUAL  FUTURE  EXPENSES  MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.

<PAGE>

3

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  FUND EXPENSES

All mutual funds have operating  expenses.  These  expenses,  which are deducted
from a fund's gross  income,  are expressed as a percentage of the net assets of
the fund.  Vanguard  Global Equity Fund's  expense ratio in fiscal year 1999 was
0.71%,  or $7.10 per $1,000 of average net  assets.  The  average  global  stock
mutual fund had  expenses  of 1.73%,  or $17.30 per $1,000 of average net assets
(derived  from data  provided as of  December  31,  1999 by Lipper  Inc.,  which
reports on the mutual fund industry).  Management  expenses,  which comprise one
part of operating  expenses,  include investment  advisory fees as well as other
costs of managing a fund--such as account  maintenance,  reporting,  accounting,
legal, and other administrative expenses.
- --------------------------------------------------------------------------------

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

DIVIDENDS AND CAPITAL GAINS          MINIMUM INITIAL INVESTMENT
Distributed annually in December     $3,000; $1,000 for IRAs and custodial
                                     accounts for minors
INVESTMENT ADVISER
Marathon Asset Management Limited,   NEWSPAPER ABBREVIATION
London, since inception              GlbEq

INCEPTION DATE                       VANGUARD FUND NUMBER
August 14, 1995                      129

NET ASSETS AS OF OCTOBER 31, 1999    CUSIP NUMBER
$125 million                         922038203

SUITABLE FOR IRAS                    TICKER SYMBOL
Yes                                  VHGEX
- --------------------------------------------------------------------------------

MORE ON THE FUND

This  prospectus  describes  risks  you  would  face as a Fund  investor.  It is
important  to keep in mind one of the main axioms of  investing:  The higher the
risk of losing money,  the higher the potential  reward.  The reverse,  also, is
generally  true:  The lower the risk,  the lower the  potential  reward.  As you
consider an  investment  in any mutual  fund,  you should also take into account
your personal tolerance for daily fluctuations in securities  markets.  Look for
this  [FLAG]  symbol  throughout  the  prospectus.  It is used to mark  detailed
information  about  each  type  of  risk  that  you  would  confront  as a  Fund
shareholder.
     The  following  sections  explain the  primary  investment  strategies  and
policies  that the Fund uses in pursuit of its  objective.  The Fund's  Board of
Trustees,  which  oversees  the  management  of the Fund,  may change the Fund's
investment  objective or strategies in the interest of  shareholders,  without a
shareholder vote.
     Finally, you'll find information on other important features of the Fund.

MARKET EXPOSURE
The Fund invests in stocks from the United States and other countries, selecting
securities  that appear  undervalued  based on analyses of industry  sectors and
individual companies. Each company is evaluated on the basis of its management's
strategies  for new  investment  and for dealing with  competition.  The Fund is
widely diversified across companies,  industry sectors, and countries.  The Fund
holds growth stocks (characterized by relatively high prices in relation to such
fundamental measures as current earnings, dividends, and book

<PAGE>

4

value) and value stocks  (characterized  by relatively low prices in relation to
earnings, dividends, and book value).

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                          GROWTH FUNDS AND VALUE FUNDS

Growth  investing  and value  investing  are two styles  employed  by stock fund
managers.   Growth  funds  generally   focus  on  companies   believed  to  have
above-average  potential  for growth in revenue  and  earnings.  Reflecting  the
market's high  expectations for superior growth,  such stocks typically have low
dividend  yields  and  above-average  prices in  relation  to such  measures  as
revenue,  earnings,  and book value.  Value funds generally  emphasize stocks of
companies  from which the market does not expect  strong  growth.  The prices of
value stocks  typically are  below-average  in  comparison  with such factors as
earnings and book value, and these stocks typically have above-average  dividend
yields.  Growth and value stocks have, in the past,  produced similar  long-term
returns,  though each  category has periods when it  outperforms  the other.  In
general,  growth funds appeal to investors  who will accept more  volatility  in
hopes of a greater  increase  in share  price.  Growth  funds also may appeal to
investors with taxable accounts who want a higher  proportion of returns to come
as capital gains (which may be taxed at lower rates than dividend income). Value
funds, by contrast,  are appropriate for investors who want some dividend income
and the  potential  for capital  gains,  but are less  tolerant  of  share-price
fluctuations.
- --------------------------------------------------------------------------------

[FLAG] THE FUND IS SUBJECT TO  INVESTMENT  STYLE RISK,  WHICH IS THE CHANCE THAT
     RETURNS FROM THE MARKET  SECTOR IN WHICH IT INVESTS WILL TRAIL RETURNS FROM
     OTHER MARKET SECTORS.  AS A GROUP,  SPECIFIC TYPES OF STOCKS (FOR INSTANCE,
     SMALL-CAP STOCKS,  VALUE STOCKS, OR HEALTH-CARE  STOCKS) TEND TO GO THROUGH
     CYCLES OF DOING  BETTER--OR  WORSE--THAN  COMMON  STOCKS IN GENERAL.  THESE
     PERIODS HAVE, IN THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                    LARGE-CAP, MID-CAP, AND SMALL-CAP STOCKS

Stocks  of  publicly  traded   companies--and   mutual  funds  that  hold  these
stocks--can be classified by the  companies'  market value,  or  capitalization.
Market  capitalization  changes over time, and there is no "official" definition
of the boundaries of large-,  mid-,  and small-cap  stocks.  Vanguard  generally
defines  large-capitalization  (large-cap)  funds as  those  holding  stocks  of
companies whose  outstanding  shares have, on average,  a market value exceeding
$12 billion;  mid-cap funds as those holding  stocks of companies  with a market
value between $1 billion and $12 billion; and small-cap funds as those typically
holding  stocks  of  companies  with a  market  value of less  than $1  billion.
Vanguard periodically reassesses these classifications.
- --------------------------------------------------------------------------------

<PAGE>

5

U.S. STOCKS
The Fund invests in U.S. stocks as a primary investment strategy, and small- and
mid-cap stocks as a secondary investment strategy.
     To illustrate the volatility of stock prices, the following table shows the
best,  worst,  and average total returns for the U.S.  stock market over various
periods as measured by the Standard & Poor's 500 Index,  a widely used barometer
of market  activity.  (Total returns  consist of dividend  income plus change in
market  price.)  Note that the returns  shown do not include the costs of buying
and selling  stocks or other  expenses  that a real-world  investment  portfolio
would  incur.  Note,  also,  that the gap between best and worst tends to narrow
over the long term.


- ---------------------------------------------------------
         U.S. STOCK MARKET RETURNS (1926-1999)
- ---------------------------------------------------------
                  1 YEAR    5 YEARS  10 YEARS   20 YEARS
- ---------------------------------------------------------
Best               54.2%     28.6%     19.9%      17.9%
Worst             -43.1     -12.4      -0.9        3.1
Average            13.2      11.0      11.1       11.1
- ---------------------------------------------------------

     The table  covers all of the 1-, 5-,  10-,  and 20-year  periods  from 1926
through 1999. You can see, for example,  that while the average return on stocks
for all of the 5-year periods was 11.0%,  returns for individual  5-year periods
ranged  from a -12.4%  average  (from  1928  through  1932) to 28.6%  (from 1995
through 1999).  These average returns reflect past performance on common stocks;
you should not regard them as an  indication  of future  returns from either the
stock market as a whole or this Fund in particular.
     Keep in  mind  that  the S&P 500  Index  tracks  mainly  large-cap  stocks.
Historically,  mid- and small-cap  stocks have been more  volatile  than--and at
times have performed quite differently  from--the  large-cap stocks found in the
S&P 500 Index. This is due to several factors, including less-certain growth and
dividend prospects for smaller companies.

[FLAG] THE FUND IS SUBJECT TO STOCK MARKET RISK,  WHICH IS THE CHANCE THAT STOCK
     PRICES OVERALL WILL DECLINE OVER SHORT OR EVEN LONG PERIODS.  STOCK MARKETS
     TEND TO MOVE IN  CYCLES,  WITH  PERIODS  OF RISING  PRICES  AND  PERIODS OF
     FALLING PRICES.
      IN ADDITION, INVESTMENTS IN FOREIGN STOCK MARKETS CAN BE RISKIER THAN U.S.
     STOCK  INVESTMENTS.  THE PRICES OF  INTERNATIONAL  STOCKS AND THE PRICES OF
     U.S. STOCKS HAVE OFTEN MOVED IN OPPOSITE DIRECTIONS. THESE PERIODS HAVE, IN
     THE PAST, LASTED FOR AS LONG AS SEVERAL YEARS.

FOREIGN STOCKS
The Fund invests in foreign stocks as a primary investment strategy.
     To illustrate the volatility of international  stock prices,  the following
table shows the best, worst, and average total returns for foreign stock markets
over various periods as measured by the MSCI Europe, Australasia, Far East (MSCI
EAFE) Index, a widely used barometer of international  market  activity.  (Total
returns  consist of dividend  income plus change in market price.) Note that the
returns  shown do not include  the costs of buying and  selling  stocks or other
expenses that a real-world  investment  portfolio would incur.  Note, also, that
the gap between best and worst tends to narrow over the long term.

<PAGE>

6

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

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

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

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

<PAGE>

7

[FLAG] BECAUSE OF ITS FOREIGN  INVESTMENTS,  THE FUND IS SUBJECT TO COUNTRY RISK
     AND CURRENCY RISK.  COUNTRY RISK IS THE CHANCE THAT POLITICAL  EVENTS (SUCH
     AS A WAR),  FINANCIAL  PROBLEMS  (SUCH AS GOVERNMENT  DEFAULT),  OR NATURAL
     DISASTERS (SUCH AS AN EARTHQUAKE) WILL WEAKEN A COUNTRY'S ECONOMY AND CAUSE
     INVESTMENTS IN THAT COUNTRY TO LOSE MONEY. CURRENCY RISK IS THE CHANCE THAT
     A  "STRONGER"  U.S.  DOLLAR WILL REDUCE  RETURNS  FOR  AMERICANS  INVESTING
     OVERSEAS.  GENERALLY,  WHEN THE  DOLLAR  RISES IN VALUE  AGAINST  A FOREIGN
     CURRENCY,  YOUR INVESTMENT IN THAT COUNTRY LOSES VALUE BECAUSE ITS CURRENCY
     IS WORTH FEWER U.S. DOLLARS.

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

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

FORWARD FOREIGN CURRENCY CONTRACTS
As a  secondary  investment  strategy,  the Fund may  purchase  forward  foreign
currency contracts to help protect its holdings against  unfavorable  short-term
changes in exchange rates. A forward currency  exchange contract is an agreement
to buy or sell a  country's  currency  at a specific  price on a specific  date,
usually  30,  60,  or 90  days in the  future.  In  other  words,  the  contract
guarantees an exchange rate on a given date. These contracts will not,  however,
prevent  the Fund's  securities  from  falling in value  during  foreign  market
downswings.  Note  that  the  Fund  will  not  enter  into  such  contracts  for
speculative purposes.
     Under normal  circumstances,  the Fund will not commit more than 20% of its
assets to forward currency exchange contracts.

SECURITY SELECTION
The  Fund's  investment  adviser  selects  stocks  principally  on the  basis of
industry and company analysis, and not on the basis of regional or country bets.
For  this  reason,  the  Fund's  regional   weightings--that  is,  its  relative
investment exposure in different  geographic  areas--will usually range from 50%
to 150% or more of the  weightings  found in an unmanaged  global  equity index,
such as the MSCI All Country  World Index.  The Fund's  relative  weightings  in
individual  sectors  and stocks are also  expected to differ  markedly  from the
index weightings.
     The adviser  typically  invests across a wide range of industries,  and the
Fund's  holdings are  expected to represent a mix of value and growth  stocks as
well as a mix of established  and emerging stock  markets.  Generally,  the Fund
will limit its emerging markets holding to no more than 20% of its assets.

<PAGE>

8

[FLAG] THE FUND IS SUBJECT TO MANAGER RISK, WHICH IS THE CHANCE THAT THE ADVISER
     WILL DO A POOR JOB OF  SELECTING  THE STOCKS OR COUNTRIES IN WHICH THE FUND
     INVESTS.

     The Fund is generally managed without regard to tax ramifications.

OTHER INVESTMENT POLICIES AND RISKS
The Fund may invest in futures  contracts,  options  (including puts and calls),
warrants,  convertible securities,  and swap agreements,  which are all types of
derivatives.   Losses  (or   gains)   involving   futures   can   sometimes   be
substantial--in  part  because a  relatively  small price  movement in a futures
contract may result in an immediate and  substantial  loss (or gain) for a fund.
Similar  risks  exist for  warrants  (securities  that  permit  their  owners to
purchase  a  specific  number  of  stock  shares  at  a  predetermined   price),
convertible securities (securities that may be exchanged for another asset), and
swap agreements (contracts between parties in which each agrees to make payments
to the other based on the return of a specified index or asset).

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

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

     The Fund will not use derivatives for speculative  purposes or as leveraged
investments  that magnify gains or losses.  In addition,  the Fund's  obligation
under futures contracts will not exceed 20% of its total assets.
     The reasons for which the Fund will invest in futures and options are:
- -    To keep cash on hand to meet  shareholder  redemptions or other needs while
     simulating full investment in stocks.
- -    To reduce the Fund's  transaction costs or add value when these instruments
     are favorably priced.

TEMPORARY INVESTMENT MEASURES
The  Fund  may  temporarily  depart  from its  normal  investment  policies--for
instance,   by  investing   substantially  in  cash  reserves--in   response  to
extraordinary market, economic, political, or other conditions. In doing so, the
Fund may succeed in avoiding losses but otherwise fail to achieve its investment
objective.

THE FUND'S REDEMPTION FEE
The Fund charges a redemption fee on shares that are redeemed  (including  those
redeemed by exchanging to another  Vanguard fund) before they have been held for
five

<PAGE>

9

years. Because the Fund is intended for long-term investors,  the redemption fee
ensures  that the costs  associated  with  short-term  trading  are borne by the
investors making the transactions--and not by the long-term  shareholders who do
not generate  the costs.
     At Vanguard,  all fees are paid directly to the fund itself (unlike a sales
charge or load,  which--in the case of many fund  companies--is  imposed for the
sole benefit of the sponsor, adviser, or sales representative).

COSTS AND MARKET-TIMING
Some  investors  try to profit from a strategy  called  market-timing--switching
money into  investments  when they expect  prices to rise,  and taking money out
when they expect  prices to fall.  As money is shifted in and out, a fund incurs
expenses  for buying and selling  securities.  These costs are borne by all fund
shareholders,  including the long-term  investors who do not generate the costs.
This is why all  Vanguard  funds have  adopted  special  policies to  discourage
short-term trading. Specifically:
- -    Each   Vanguard   fund   reserves   the  right  to  reject   any   purchase
     request--including  exchanges from other Vanguard funds--that it regards as
     disruptive to efficient portfolio management.  A fund may reject a purchase
     request  because of the timing of the investment or because of a history of
     excessive trading by the investor.
- -    Each  Vanguard  fund (except the money market  funds)  limits the number of
     times that an investor can exchange into and out of the fund.
- -    Each Vanguard fund reserves the right to stop offering shares at any time.
- -    Vanguard's U.S. Stock Index Funds,  International  Stock Index Funds,  REIT
     Index Fund,  Balanced  Index Fund,  and Growth and Income Fund generally do
     NOT accept  exchanges  by  telephone  or fax, or  on-line.  (IRAs and other
     retirement accounts are not subject to this rule.)
- -    Certain   Vanguard  funds,   including  the  Global  Equity  Fund,   charge
     transaction  fees  on  share  redemptions.   Other  Vanguard  funds  charge
     transaction fees on share purchases.

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

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

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

TURNOVER RATE
Although  the Fund  normally  seeks to  invest  for the long  term,  it may sell
securities   regardless  of  how  long  they  have  been  held.  The  "Financial
Highlights"  section of this  prospectus  shows historic  turnover rates for the
Fund. A turnover  rate of 100%,  for example,  would mean that the Fund had sold
and  replaced  securities  valued at 100% of its net  assets  within a  one-year
period.

<PAGE>

10

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                                  TURNOVER RATE

Before  investing in a mutual fund,  you should review its turnover  rate.  This
gives an  indication  of how  transaction  costs could affect the fund's  future
returns.  In general,  the greater the volume of buying and selling by the fund,
the greater the impact that brokerage  commissions and other  transaction  costs
will have on its return. Also, funds with high turnover rates may be more likely
to generate  capital gains that must be  distributed to  shareholders  as income
subject to taxes.  As of October 31,  1999,  the average  turnover  rate for all
global stock funds was approximately 87%, according to Morningstar, Inc.
- --------------------------------------------------------------------------------

THE FUND AND VANGUARD

The Fund is a member of The Vanguard  Group, a family of more than 35 investment
companies  with more than 100 funds holding assets worth more than $530 billion.
All of the  Vanguard  funds  share  in the  expenses  associated  with  business
operations, such as personnel, office space, equipment, and advertising.
     Vanguard  also  provides   marketing   services  to  the  funds.   Although
shareholders do not pay sales commissions or 12b-1  distribution fees, each fund
pays its allocated share of The Vanguard Group's marketing costs.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                      VANGUARD'S UNIQUE CORPORATE STRUCTURE

The Vanguard Group is truly a MUTUAL mutual fund company. It is owned jointly by
the funds it oversees and thus  indirectly by the  shareholders  in those funds.
Most other mutual funds are operated by for-profit management companies that may
be owned by one person,  by a group of individuals,  or by investors who own the
management  company's stock. By contrast,  Vanguard  provides its services on an
"at-cost"  basis,  and the funds' expense  ratios  reflect only these costs.  No
separate  management  company reaps profits or absorbs losses from operating the
funds.
- --------------------------------------------------------------------------------

INVESTMENT ADVISER

The Fund employs Marathon Asset Management  Limited  (Marathon),  Orion House, 5
Upper St. Martin's Lane,  London, as its investment  adviser.  Marathon provides
asset management services to companies and institutions; as of October 31, 1999,
Marathon  managed more than $10.2 billion in assets.  Marathon  manages the Fund
subject to the control of the Trustees and officers of the Fund.
     Marathon's advisory fee is paid at the end of each fiscal quarter.  The fee
is based on certain  annual  percentage  rates  applied  to the  Fund's  average
month-end net assets for each quarter.  Marathon's fee is increased or decreased
based on the  Fund's  investment  performance  relative  to that of the MSCI All
Country World Index.  For the fiscal year ended October 31, 1999,  the Fund paid
Marathon advisory fees that represented an effective annual rate of 0.44% of the
Fund's average net assets before a decrease of 0.20% based on performance.

<PAGE>

11

     The Fund has  authorized the adviser to choose brokers or dealers to handle
the purchase and sale of securities  for the Fund, and to get the best available
price and most  favorable  execution  from  these  brokers  with  respect to all
transactions.  Also, the Fund may direct the advisers to use a particular broker
for certain transactions in exchange for commission rebates or research services
provided to the Fund.
     The Board of Trustees may, without prior approval from shareholders, change
the terms of an advisory agreement or hire a new investment adviser--either as a
replacement for an existing adviser or as an additional adviser. Any significant
change in the Fund's advisory  arrangements will be communicated to shareholders
in writing. In addition, as the Fund's sponsor and overall manager, The Vanguard
Group may provide investment advisory services to the Fund, on an at-cost basis,
at any time.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               THE FUND'S ADVISER

The  individual  primarily  responsible  for overseeing the Global Equity Fund's
investments is:

JEREMY J. HOSKING,  Director of Marathon;  has worked in  investment  management
since 1979;  has managed  assets since 1979;  with  Marathon  since 1986;  M.A.,
Cambridge University.
- --------------------------------------------------------------------------------

DIVIDENDS, CAPITAL GAINS, AND TAXES

FUND DISTRIBUTIONS
The Fund  distributes to shareholders  virtually all of its net income (interest
and dividends,  less  expenses),  as well as any capital gains realized from the
sale of its holdings. Distributions generally occur in December. You can receive
distributions of income dividends or capital gains in cash, or you can have them
automatically reinvested in more shares of the Fund.

- --------------------------------------------------------------------------------
                               PLAIN TALK ABOUT
                                 DISTRIBUTIONS

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

BASIC TAX POINTS
Vanguard will send you a statement  each year showing the tax status of all your
distributions.  In addition,  taxable investors should be aware of the following
basic tax points:
- -    Distributions  are taxable to you whether or not you reinvest these amounts
     in additional Fund shares.

<PAGE>

12

- -    Distributions   declared  in  December--if  paid  to  you  by  the  end  of
     January--are taxable as if received in December.
- -    Any dividends and short-term  capital gains that you receive are taxable to
     you as ordinary income for federal income tax purposes.
- -    Any  distributions  of net  long-term  capital  gains are taxable to you as
     long-term capital gains for federal income tax purposes, no matter how long
     you've owned shares in the Fund.
- -    Capital gains  distributions  may vary  considerably from year to year as a
     result of the Fund's normal investment activities and cash flows.
- -    A sale or exchange of Fund shares is a taxable  event.  This means that you
     may have a capital gain to report as income, or a capital loss to report as
     a deduction, when you complete your federal income tax return.
- -    State and local  income  taxes may apply to any  dividend or capital  gains
     distributions that you receive, as well as to your gains or losses from any
     sale or exchange of Fund shares.
- -    The Fund may be subject to foreign  taxes or  foreign  tax  withholding  on
     dividends,  interest,  and some  capital  gains that it receives on foreign
     securities.  You may qualify for an  offsetting  credit or deduction  under
     U.S.  tax laws for your  portion of the  Fund's  foreign  tax  obligations,
     provided  that you meet certain  requirements.  See your tax adviser or IRS
     Publications for more information.

- --------------------------------------------------------------------------------
                                PLAIN TALK ABOUT
                               "BUYING A DIVIDEND"

Unless you are investing through a tax-deferred  retirement  account (such as an
IRA),  you  should  avoid  buying  shares  of a fund  shortly  before it makes a
distribution,  because  doing so can cost you money in  taxes.  This is known as
"buying a dividend." For example: On December 15, you invest $5,000,  buying 250
shares for $20 each. If the fund pays a distribution of $1 per share on December
16, its share price would drop to $19 (not counting  market  change).  You still
have only $5,000 (250 shares x $19 = $4,750 in share value, plus 250 shares x $1
=  $250  in  distributions),  but  you  owe  tax on the  $250  distribution  you
received--even  if you reinvest it in more shares. To avoid "buying a dividend,"
check a fund's distribution schedule before you invest.
- --------------------------------------------------------------------------------

GENERAL INFORMATION
BACKUP  WITHHOLDING.   By  law,  Vanguard  must  withhold  31%  of  any  taxable
distributions  or  redemptions  from your  account if you do not provide us with
your  correct  taxpayer  identification  number and certify  that it is correct.
Similarly,  Vanguard  must withhold from your account if the IRS instructs us to
do so.
FOREIGN  INVESTORS.  The Vanguard funds  generally do not offer their shares for
sale outside of the United States.  Foreign  investors should be aware that U.S.
withholding and estate taxes may apply to any investments in Vanguard funds.
INVALID  ADDRESSES.  If a dividend or capital gains distribution check mailed to
your address of record is returned as undeliverable, Vanguard will automatically
reinvest  all future  distributions  until you  provide us with a valid  mailing
address.
TAX CONSEQUENCES.  This prospectus provides general tax information only. If you
are investing through a tax-deferred retirement account, such as an IRA, special
tax rules apply. Please consult your tax adviser for detailed  information about
a fund's tax consequences for you.

<PAGE>

13

SHARE PRICE

The Fund's share price,  called its net asset value,  or NAV, is calculated each
business day after the close of regular  trading on the New York Stock  Exchange
(the NAV is not  calculated  on  holidays  or other  days when the  Exchange  is
closed).  Net asset  value per share is computed by adding up the total value of
the Fund's  investments  and other assets,  subtracting  any of its  liabilities
(debts), and then dividing by the number of Fund shares outstanding:

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

     Knowing the daily net asset value is useful to you as a shareholder because
it indicates the current value of your investment. The Fund's NAV, multiplied by
the  number of  shares  you own,  gives you the  dollar  amount  you would  have
received had you sold all of your shares back to the Fund that day.
     A NOTE ON PRICING:  The Fund's  investments  will be priced at their market
value when market  quotations are readily  available.  When these quotations are
not  readily  available,  investments  will  be  priced  at  their  fair  value,
calculated according to procedures adopted by the Fund's Board of Trustees.  The
Fund also may use fair value pricing if the value of a security held by the Fund
is  materially  affected  by events  occurring  after  the close of the  primary
markets or  exchanges  on which such  security is traded.  In these  situations,
prices used by the Fund to calculate  its net asset value may differ from quoted
or published prices for the securities.
     The Fund's  share price can be found  daily in the mutual fund  listings of
most major newspapers under the heading "Vanguard  Funds." Different  newspapers
use different abbreviations for the Fund, but the most common is GLBEQ.

FINANCIAL HIGHLIGHTS

The following financial  highlights table is intended to help you understand the
Fund's financial  performance since inception,  and certain information reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the percentage  that an investor would have earned or lost each period
on an investment in the Fund (assuming  reinvestment of all dividend and capital
gains  distributions).  This  information  has been derived  from the  financial
statements audited by PricewaterhouseCoopers LLP, independent accountants, whose
report--along  with the Fund's financial  statements--is  included in the Fund's
most recent annual report to  shareholders.  You may have the annual report sent
to you without charge by contacting Vanguard.

<PAGE>

14

FINANCIAL HIGHLIGHTS (continued)

<TABLE>
- ------------------------------------------------------------------------------------
                                         VANGUARD GLOBAL EQUITY FUND
                                            YEAR ENDED OCTOBER 31,
                        ------------------------------------------------------------
                          1999         1998         1997         1996        1995*
- ------------------------------------------------------------------------------------
<S>                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD    $12.11       $12.79       $11.72       $10.08       $10.00
- ------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income     .20          .19          .19          .13          .04
 Net Realized and
  Unrealized Gain (Loss)
  on Investments          2.80         (.20)        1.21         1.58          .04
                        ------------------------------------------------------------
   Total from Investment
    Operations            3.00         (.01)        1.40         1.71          .08
                        ------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net
  Investment Income       (.26)        (.23)        (.14)        (.07)          --
 Distributions from
  Realized Capital Gains  (.75)        (.44)        (.19)          --           --
                        ------------------------------------------------------------
   Total Distributions   (1.01)        (.67)        (.33)        (.07)          --
- ------------------------------------------------------------------------------------
NET ASSET VALUE, END
 OF PERIOD              $14.10       $12.11       $12.79       $11.72       $10.08
====================================================================================

TOTAL RETURN**          26.52%        0.04%       12.19%       17.05%        0.50%
====================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of
  Period (Millions)       $125         $121         $128          $99          $36
 Ratio of Total
  Expenses to Average
  Net Assets             0.71%        0.68%        0.71%        0.85%       0.57%+
 Ratio of Net
  Investment Income to
  Average Net Assets     1.39%        1.47%        1.67%        1.53%       2.04%+
 Turnover Rate             36%          34%          24%          29%           2%
====================================================================================
</TABLE>
*    Subscription  period for the Fund was June 30,  1995,  to August 13,  1995,
     during  which  time  all  assets  were  held in money  market  instruments.
     Performance measurement begins August 14, 1995.
**   Total  return  figures  do not  reflect  the 1% fee  that  is  assessed  on
     redemptions of shares that are held in the Fund for less than five years.
+    Annualized.

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

The Fund began  fiscal 1999 with a net asset value  (price) of $12.11 per share.
During  the  year,  the Fund  earned  $0.20  per share  from  investment  income
(interest  and  dividends)  and  $2.80  per  share  from  investments  that  had
appreciated  in value or that were sold for higher prices than the Fund paid for
them.

Shareholders  received $1.01 per share in the form of dividend and capital gains
distributions.  A portion of each year's  distributions  may come from the prior
year's income or capital gains.

The  earnings  ($3.00  per  share)  minus the  distributions  ($1.01  per share)
resulted in a share price of $14.10 at the end of the year. This was an increase
of $1.99 per share (from  $12.11 at the  beginning  of the year to $14.10 at the
end of the year).  For a shareholder  who  reinvested the  distributions  in the
purchase of more shares, the total return from the Fund was 26.52% for the year.

As of October 31, 1999,  the Fund had $125 million in net assets.  For the year,
its  expense  ratio was 0.71%  ($7.10  per  $1,000 of net  assets);  and its net
investment  income  amounted to 1.39% of its  average  net  assets.  It sold and
replaced securities valued at 36% of its net assets.
- --------------------------------------------------------------------------------

"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies,  Inc., and have been licensed
for use by The Vanguard Group.

<PAGE>

15

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

SERVICES AND ACCOUNT FEATURES

Vanguard  offers many  services that make it convenient to buy, sell or exchange
shares, or to obtain fund or account information.
- --------------------------------------------------------------------------------
TELEPHONE REDEMPTIONS (SALES AND EXCHANGES)
Automatically set up for this Fund unless you notify us otherwise.
- --------------------------------------------------------------------------------
VANGUARD(R) DIRECT DEPOSIT SERVICE [BOOK ICON]
Automatic  method  for  depositing  your  paycheck  or U.S.  government  payment
(including Social Security and government pension checks) into your account.
- --------------------------------------------------------------------------------
VANGUARD(R) AUTOMATIC EXCHANGE SERVICE [BOOK ICON]
Automatic  method for  moving a fixed  amount of money  from one  Vanguard  fund
account to another.
- --------------------------------------------------------------------------------
VANGUARD FUND EXPRESS(R) [BOOK ICON]
Electronic  method for buying or selling shares.  You can transfer money between
your  Vanguard  fund account and an account at your bank,  savings and loan,  or
credit union on a systematic schedule or whenever you wish.
- --------------------------------------------------------------------------------
VANGUARD DIVIDEND EXPRESS(TM) [BOOK ICON]
Electronic method for transferring  dividend and/or capital gains  distributions
directly  from your  Vanguard  fund account to your bank,  savings and loan,  or
credit union account.
- --------------------------------------------------------------------------------
VANGUARD TELE-ACCOUNT(R) 1-800-662-6273 (ON-BOARD) [BOOK ICON]
Toll-free  24-hour access to Vanguard fund and account  information--as  well as
some  transactions--by  using any touch-tone phone.  Tele-Account provides total
return,  share price, price change, and yield quotations for all Vanguard funds;
gives your account balances and history (e.g., last transaction, latest dividend
distribution);  and  allows  you to sell or  exchange  shares  to and from  most
Vanguard funds.
- --------------------------------------------------------------------------------
ACCESS VANGUARD(TM) www.vanguard.com [COMPUTER ICON]
You can use your  personal  computer to perform  certain  transactions  for most
Vanguard  funds by accessing our website.  To establish  this service,  you must
register  through our website.  We will then mail you an account access password
that  allows  you  to  process  the  following   financial  and   administrative
transactions online:
- -    Open a new account.*
- -    Buy, sell, or exchange shares of most funds.
- -    Change your name/address.

<PAGE>

16

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

*Only current Vanguard shareholders can open a new account online, by exchanging
 shares from other existing Vanguard accounts.
- --------------------------------------------------------------------------------
INVESTOR INFORMATION DEPARTMENT: 1-800-662-7447 (SHIP) TEXT TELEPHONE:
1-800-952-3335
Call  Vanguard for  information  on our funds,  fund  services,  and  retirement
accounts, and to request literature.
- --------------------------------------------------------------------------------
CLIENT SERVICES DEPARTMENT: 1-800-662-2739 (CREW) TEXT TELEPHONE: 1-800-749-7273
Call Vanguard for information on your account, account transactions, and account
statements.
- --------------------------------------------------------------------------------
SERVICES FOR CLIENTS OF VANGUARD'S INSTITUTIONAL DIVISION: 1-888-809-8102
Vanguard's  Institutional  Division offers a variety of specialized services for
large  institutional   investors,   including  the  ability  to  effect  account
transactions through private electronic networks and third-party recordkeepers.
- --------------------------------------------------------------------------------

TYPES OF ACCOUNTS

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

- --------------------------------------------------------------------------------
A NOTE ON INVESTING WITH VANGUARD THROUGH OTHER FIRMS
You may purchase or sell Fund shares through a financial  intermediary such as a
bank,  broker,  or investment  adviser.  If you invest with Vanguard  through an
intermediary,  please read that firm's program  materials  carefully to learn of
any  special  rules  that may apply.  For  example,  special  terms may apply to
additional service features, fees, or other policies.  Consult your intermediary
to determine when your order will be priced.
- --------------------------------------------------------------------------------

<PAGE>

17

BUYING SHARES

You buy your shares at the Fund's next-determined net asset value after Vanguard
receives your request.  As long as your request is received  before the close of
trading on the New York Stock Exchange,  generally 4 p.m. Eastern time, you will
buy your shares at that day's net asset value.
- --------------------------------------------------------------------------------
MINIMUM INVESTMENT TO . . .
open a new account
$3,000 (regular account); $1,000 (traditional IRAs and Roth IRAs).

add to an existing account
$100 by mail or exchange; $1,000 by wire.
- --------------------------------------------------------------------------------
A NOTE ON LOW BALANCES
The Fund  reserves  the  right to close any  nonretirement  fund  account  whose
balance falls below the minimum initial  investment.  The Fund will deduct a $10
annual fee in June if your  nonretirement  account balance at that time is below
$2,500.  The low balance fee is waived for investors who have aggregate Vanguard
account assets of $50,000 or more.
- --------------------------------------------------------------------------------
BY MAIL TO . . . [ENVELOPE ICON]
open a new account
Complete and sign the account registration form and enclose your check.

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

Make your check payable to: The Vanguard Group-129
All  purchases  must be made in U.S.  dollars,  and checks must be drawn on U.S.
banks.

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

For clients of Vanguard's Institutional Division . . .

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

<PAGE>

18

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

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

*You must obtain  a Personal Identification Number (PIN) through Tele-Account at
 least seven days before you request your first exchange.
- --------------------------------------------------------------------------------
IMPORTANT  NOTE:  Once  you  have  initiated  a  telephone   transaction  and  a
confirmation  number has been assigned,  the transaction  cannot be revoked.  We
reserve the right to refuse any purchase request.
- --------------------------------------------------------------------------------
BY WIRE TO OPEN A NEW ACCOUNT OR ADD TO AN EXISTING ACCOUNT [WIRE ICON]
Call Client  Services to arrange your wire  transaction.  Wire  transactions  to
retirement  accounts are only  available for asset  transfers and rollovers from
other financial institutions.  Individual IRA contributions will not be accepted
by wire.

Wire to:
FRB ABA 021001088
HSBC Bank USA

For credit to:
Account: 000112046
Vanguard Incoming Wire Account

In favor of:
Vanguard Global Equity Fund-129
[Account number, or temporary number for a new account]
[Registered account owner(s)]
[Registered address]
- --------------------------------------------------------------------------------
You can redeem (that is, sell or exchange) shares purchased by check or Vanguard
Fund  Express  at any time.  However,  while  your  redemption  request  will be
processed  at the  next-determined  net asset value after it is  received,  your
redemption  proceeds  will not be available  until  payment for your purchase is
collected, which may take up to ten calendar days.
- --------------------------------------------------------------------------------
A NOTE ON LARGE PURCHASES
It is important that you call Vanguard  before you invest a large dollar amount.
It is our responsibility to consider the interests of all Fund shareholders, and
so we  reserve  the right to refuse any  purchase  that may  disrupt  the Fund's
operation or performance.
- --------------------------------------------------------------------------------

<PAGE>

19

REDEEMING SHARES

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

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

*May require a signature guarantee; see footnote on page 22.

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

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

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

<PAGE>

20

TELEPHONE REQUESTS [TELEPHONE ICON]
All Account Types Except Retirement:
Call Vanguard  Tele-Account  24 hours a day--or Client  Services during business
hours--to  sell or exchange  shares.  You can exchange  shares from this Fund to
open an account in another Vanguard fund or to add to an existing  Vanguard fund
account with an identical registration.

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

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

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

<PAGE>

21

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

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

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

For clients of Vanguard's Institutional Division .  .  .

First-class mail to:         Express or Registered mail to:
The Vanguard Group           The Vanguard Group
P.O. Box 2900                455 Devon Park Drive
Valley Forge, PA 19482-2900  Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
A NOTE ON LARGE REDEMPTIONS
It is important that you call Vanguard  before you redeem a large dollar amount.
It is our responsibility to consider the interests of all fund shareholders, and
so we reserve the right to delay  delivery of your  redemption  proceeds--up  to
seven days--if the amount may disrupt the Fund's  operation or  performance.
     If you redeem more than  $250,000  worth of fund  shares  within any 90-day
period,  the  fund  reserves  the  right  to pay  part or all of the  redemption
proceeds above $250,000  in-kind,  i.e., in securities,  rather than in cash. If
payment is made in-kind,  you may incur  brokerage  commissions  if you elect to
sell the securities for cash.
- --------------------------------------------------------------------------------

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

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

REQUEST IN "GOOD ORDER"
All redemption requests must be received by Vanguard in "good order." This means
that your request must include:
- -    The Fund name and account number.
- -    The amount of the transaction (in dollars or shares).

<PAGE>

22

- -    Signatures  of all owners  exactly as  registered  on the account (for mail
     requests).
- -    Signature guarantees (if required).*
- -    Any supporting legal documentation that may be required.
- -    Any outstanding certificates representing shares to be redeemed.

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

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

A "round trip" is a redemption  from the Fund  followed by a purchase  back into
the  Fund.  Also  a  "round  trip"  covers  transactions   accomplished  by  any
combination  of methods,  including  transactions  conducted by check,  wire, or
exchange to/from another Vanguard fund. "Substantive" means a dollar amount that
Vanguard  determines,  in  its  sole  discretion,  could  adversely  affect  the
management of the Fund.
- --------------------------------------------------------------------------------
RETURN YOUR SHARE CERTIFICATES
Any portion of your account represented by share certificates cannot be redeemed
until you return the  certificates  to Vanguard.  Certificates  must be returned
(unsigned),  along with a letter  requesting  the sale or  exchange  you wish to
process, via certified mail to:

The Vanguard Group
455 Devon Park Drive
Wayne, PA 19087-1815
- --------------------------------------------------------------------------------
ALL TRADES ARE FINAL
Vanguard  will not cancel any  transaction  request  (including  any purchase or
redemption)  that we believe to be authentic once the request has been initiated
and a confirmation number assigned.
- --------------------------------------------------------------------------------
UNCASHED CHECKS
Please cash your distribution or redemption  checks promptly.  Vanguard will not
pay interest on uncashed checks.
- --------------------------------------------------------------------------------

<PAGE>

23

TRANSFERRING REGISTRATION

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

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

For clients of Vanguard's Institutional Division . . .

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

FUND AND ACCOUNT UPDATES

STATEMENTS AND REPORTS
We will send you account and tax  statements to help you keep track of your Fund
account  throughout  the year as well as when you are preparing  your income tax
returns.
     In addition,  you will  receive  financial  reports  about the Fund twice a
year.  These   comprehensive   reports  include  an  assessment  of  the  Fund's
performance  (and a comparison  to its industry  benchmark),  an overview of the
financial  markets,  a  report  from  the  advisers,  and the  Fund's  financial
statements which include a listing of the Fund's holdings.
     To keep  the  Fund's  costs  as low as  possible  (so  that  you and  other
shareholders can keep more of the Fund's investment earnings), Vanguard attempts
to  eliminate  duplicate  mailings  to the same  address.  When two or more Fund
shareholders  have the same last name and address,  we send just one Fund report
to that address--instead of mailing separate reports to each shareholder. If you
want us to send  separate  reports,  notify our Client  Services  Department  at
1-800-662-2739.
- --------------------------------------------------------------------------------
CONFIRMATION  STATEMENT
Sent each time you buy,  sell, or exchange  shares;  confirms the trade date and
the amount of your transaction.
- --------------------------------------------------------------------------------
PORTFOLIO  SUMMARY  [BOOK ICON]
Mailed  quarterly for most  accounts;  shows the market value of your account at
the close of the statement period, as well as distributions,  purchases,  sales,
and exchanges for the current calendar year.
- --------------------------------------------------------------------------------
FUND   FINANCIAL   REPORTS
Mailed in December and June for this Fund
- --------------------------------------------------------------------------------
TAX STATEMENTS
Generally  mailed in January;  report previous year's dividend and capital gains
distributions,  proceeds from the sale of shares, and distributions from IRAs or
other retirement accounts.
- --------------------------------------------------------------------------------
AVERAGE  COST REVIEW  STATEMENT  [BOOK ICON]
Issued quarterly for most taxable accounts (accompanies your Portfolio Summary);
shows the average  cost of shares that you redeemed  during the  calendar  year,
using only the average cost single category method.
- --------------------------------------------------------------------------------

<PAGE>

                     (THIS PAGE INTENTIONALLY LEFT BLANK.)

<PAGE>

GLOSSARY OF INVESTMENT TERMS

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

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

COMMON STOCK
A security  representing  ownership  rights in a  corporation.  A stockholder is
entitled  to share in the  company's  profits,  some of which may be paid out as
dividends.

COUNTRY RISK
The chance that domestic events--such as political upheaval, financial troubles,
or a natural disaster--will weaken a country's securities markets.

CURRENCY RISK
The  chance  that a  foreign  investment  will  decrease  in  value  because  of
unfavorable changes in currency exchange rates.

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

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

GROWTH STOCK FUND
A mutual fund that emphasizes stocks of companies believed to have above-average
prospects for growth.  Reflecting market  expectations for superior growth,  the
prices of  growth  stocks  often are  relatively  high in  comparison  with such
factors as revenue, earnings, and book value.

INVESTMENT ADVISER
An  organization  that  makes  the  day-to-day   decisions  regarding  a  fund's
investments.

MUTUAL FUND
An  investment  company  that pools the money of many people and invests it in a
variety of securities in an effort to achieve a specific objective over time.

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

PRICE/EARNINGS (P/E) RATIO
The current share price of a stock,  divided by its per-share earnings (profits)
from the past year. A stock selling for $20, with earnings of $2 per share,  has
a price/earnings ratio of 10.

PRINCIPAL
The amount of money you put into an investment.

SECURITIES
Stocks, bonds, money market instruments, and other investment vehicles.

TOTAL RETURN
A percentage change,  over a specified time period, in a mutual fund's net asset
value,  assuming the reinvestment of all  distributions of dividends and capital
gains.

VALUE STOCK FUND
A mutual fund that  emphasizes  stocks of companies  whose growth  prospects are
generally   regarded  as  subpar  by  the  market.   Reflecting   these   market
expectations,  the  prices  of  value  stocks  typically  are  below-average  in
comparison with such factors as revenue, earnings, and book value.

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

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

<PAGE>


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

                                                    Post Office Box 2600
                                                    Valley Forge, PA 19482-2600

FOR MORE INFORMATION
If you'd like more information about
Vanguard Global Equity Fund, the
following documents are available
free upon request:

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

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
The SAI provides more detailed
information about the Fund.

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

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

THE VANGUARD GROUP
INVESTOR INFORMATION
DEPARTMENT
P.O. BOX 2600
VALLEY FORGE, PA
19482-2600

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

TEXT TELEPHONE:
1-800-952-3335

WORLD WIDE WEB:
WWW.VANGUARD.COM

If you are a current Fund shareholder
and would like information about
your account, account transactions,
and/or account statements,
please call:

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

TEXT TELEPHONE:
1-800-749-7273

INFORMATION PROVIDED BY THE
SECURITIES AND EXCHANGE
COMMISSION (SEC)
You can review and copy
information about the Fund
(including the SAI) at the SEC's
Public Reference Room in
Washington, DC. To find out more
about this public service, call the
SEC at 1-800-SEC-0330. Reports and
other information about the Fund are
also available on the SEC's website
(www.sec.gov), or you can receive
copies of this information, for a fee,
by writing the Public Reference
Section, Securities and Exchange
Commission, Washington, DC
20549-6009.

Fund's Investment Company Act
file number: 811-07239

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

P129N-02/18/2000


<PAGE>


                                     PART B

                            VANGUARD HORIZON FUNDS(R)
                                  (THE TRUST)

                       STATEMENT OF ADDITIONAL INFORMATION

                                FEBRUARY 18, 2000

This Statement is not a prospectus but should be read in conjunction with the
Trust's current Prospectuses, (dated February 18, 2000). To obtain a Prospectus
or the most recent Annual Report to Shareholders, which contains the Funds'
Financial Statements as hereby incorporated by reference, please call:

                         INVESTOR INFORMATION DEPARTMENT:
                                 1-800-662-7447

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
DESCRIPTION OF THE FUNDS.....................................................B-1
INVESTMENT POLICIES..........................................................B-3
FUNDAMENTAL INVESTMENT LIMITATIONS...........................................B-8
MANAGEMENT OF THE FUNDS......................................................B-9
INVESTMENT ADVISORY SERVICES................................................B-12
PORTFOLIO TRANSACTIONS......................................................B-15
YIELD AND TOTAL RETURN......................................................B-16
SHARE PRICE.................................................................B-18
PURCHASE OF SHARES..........................................................B-18
REDEMPTION OF SHARES........................................................B-19
COMPARATIVE INDEXES.........................................................B-19
FINANCIAL STATEMENTS........................................................B-21

                            DESCRIPTION OF THE FUNDS

ORGANIZATION

The Trust was organized as a Maryland  corporation in 1994, and was  reorganized
as a Delaware  business trust in June,  1998. Prior to its  reorganization  as a
Delaware business trust, the Trust was known as Vanguard Horizon Funds, Inc. The
Trust is registered  with the United States  Securities and Exchange  Commission
(the Commission)  under the Investment  Company Act of 1940 (the 1940 Act) as an
open-end,  diversified  management  investment  company. It currently offers the
following funds, each of which has outstanding one class of shares:

                         Vanguard Aggressive Growth Fund

                        Vanguard Capital Opportunity Fund

                      Vanguard Global Asset Allocation Fund

                           Vanguard Global Equity Fund

                (individually, the Fund; collectively, the Funds)

     The Trust has the ability to offer  additional Funds which may offer one or
more classes of shares.  There is no limit on the number of full and  fractional
shares that each Fund may issue.

                                      B-1
<PAGE>

SERVICE PROVIDERS

     CUSTODIAN.  State  Street  Bank and Trust  Company,  225  Franklin  Street,
Boston,  Massachusetts 02110 serves as custodian for the Capital Opportunity and
Aggressive Growth Funds. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts  02109 serves as custodian  for the Global  Asset  Allocation  and
Global Equity Funds.  The custodian is responsible  for  maintaining  the Funds'
assets and keeping all necessary accounts and records of Fund assets.

     INDEPENDENT ACCOUNTANTS.  PricewaterhouseCoopers LLP, 30 South 17th Street,
Philadelphia,  Pennsylvania 19103, serves as the Funds' independent accountants.
The accountants audit the Funds' financial  statements and provide other related
services.

     TRANSFER  AND   DIVIDEND-PAYING   AGENT.  The  Funds'  transfer  agent  and
dividend-paying  agent is The Vanguard  Group,  Inc.,  100  Vanguard  Boulevard,
Malvern, Pennsylvania 19355.

CHARACTERISTICS OF THE FUNDS' SHARES

     RESTRICTIONS  ON HOLDING OR DISPOSING OF SHARES.  There are no restrictions
on the right of shareholders  to retain or dispose of each Fund's shares,  other
than the possible future  termination of the Funds.  The Funds may be terminated
by reorganization into another mutual fund or by liquidation and distribution of
the  assets  of the  affected  fund.  Unless  terminated  by  reorganization  or
liquidation, the Funds will continue indefinitely.

     SHAREHOLDER  LIABILITY.  The Trust is organized  under  Delaware law, which
provides  that  shareholders  of a  business  trust  are  entitled  to the  same
limitations of personal  liability as  shareholders  of a corporation  organized
under Delaware law. Effectively,  this means that a fund shareholder will not be
personally liable for payment of the fund's debts except by reason of his or her
own conduct or acts. In addition,  a shareholder could incur a financial loss on
account of a fund  obligation  only if the fund itself had no  remaining  assets
with which to meet such  obligation.  We believe that the  possibility of such a
situation arising is extremely remote.

     DIVIDEND  RIGHTS.  The  shareholders  of a fund are entitled to receive any
dividends or other distributions declared for such fund. No shares have priority
or  preference  over  any  other  shares  of  the  same  fund  with  respect  to
distributions. Distributions will be made from the assets of a fund, and will be
paid ratably to all fund shareholders  according to the number of shares held by
shareholders on the record date.

     VOTING RIGHTS.  Shareholders  of each Fund are entitled to vote on a matter
if:  (i) a  shareholder  vote is  required  under the 1940 Act;  (ii) the matter
concerns an amendment to the Declaration of Trust that would adversely affect to
a material degree the rights and preferences of the Fund's shares;  or (iii) the
Trustees  determine  that it is necessary  or desirable to obtain a  shareholder
vote.  The 1940 Act requires a  shareholder  vote under  various  circumstances,
including to elect or remove  Trustees upon the written  request of shareholders
representing 10% or more of the fund's net assets, and to change any fundamental
policy of the fund.  Shareholders  of a fund receive one vote for each dollar of
net  asset  value  owned on the  record  date,  and a  fractional  vote for each
fractional dollar of net asset value owned on the record date. However, only the
shares of the fund affected by a particular  matter are entitled to vote on that
matter.  Voting  rights  are  non-cumulative  and cannot be  modified  without a
majority vote.

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

     PREEMPTIVE RIGHTS. There are no preemptive rights associated with shares of
the Funds.

     CONVERSION RIGHTS. There are no conversion rights associated with shares of
the Funds.

     REDEMPTION PROVISIONS. The redemption provisions of each Fund are described
in its  current  prospectus  and  elsewhere  in  this  Statement  of  Additional
Information.

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

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

                                      B-2
<PAGE>

TAX STATUS OF THE FUNDS

Each  Fund  intends  to  qualify  as  a  "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code. This special tax status means that a
fund will not be liable for federal tax on income and capital gains  distributed
to shareholders. In order to preserve its tax status, each fund must comply with
certain requirements.  If a fund fails to meet these requirements in any taxable
year, it will be subject to tax on its taxable  income at corporate  rates,  and
all distributions from earnings and profits,  including any distributions of net
tax-exempt   income  and  net  long-term  capital  gains,  will  be  taxable  to
shareholders  as ordinary  income.  In  addition,  the fund could be required to
recognize  unrealized  gains,  pay  substantial  taxes  and  interest,  and make
substantial  distributions  before  regaining  its  tax  status  as a  regulated
investment company.

                               INVESTMENT POLICIES


The following  policies  supplement the  investment  objectives and policies set
forth in each Fund's prospectus.

     FOREIGN INVESTMENTS.  As indicated in the Prospectuses,  the Global Equity,
Global Asset  Allocation,  and Capital  Opportunity  Funds may invest in foreign
securities.  The Aggressive Growth Fund's investment in foreign  securities will
be minimal.  Investors  should  recognize  that  investing in foreign  companies
involves certain special  considerations which are not typically associated with
investing in U.S. companies.

     Foreign Tax Credit. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign  securities.  Foreign governments may also
impose taxes on other payments or gains with respect to foreign securities.  If,
at the close of its  fiscal  year,  more than 50% of a fund's  total  assets are
invested in  securities of foreign  issuers,  the fund may elect to pass through
foreign  taxes paid,  and  thereby  allow  shareholders  to take a tax credit or
deduction on their tax returns.  If  shareholders  meet certain  holding  period
requirements  with  respect  to fund  shares,  an  offsetting  tax credit may be
available. If shareholders do not meet the holding period requirements, they may
still be entitled to a deduction for certain  foreign  taxes.  In either case, a
shareholder's  tax statement will show more taxable income or capital gains than
were  actually  distributed  by the fund,  but will also show the  amount of the
available  offsetting  credit or deduction.  A shareholder that is a nonresident
alien for U.S. tax purposes may be subject to adverse U.S. tax consequences. For
example,  dividends and short-term capital gains paid by the fund will generally
be subject to U.S.  federal  withholding  tax at a rate of 30% (or lower  treaty
rate if applicable).  Foreign  investors are urged to consult their tax advisers
regarding the U.S. tax treatment of ownership of shares in the fund.

     Currency  Risk.  Since  the  stocks of  foreign  companies  are  frequently
denominated  in foreign  currencies,  and since the Funds may  temporarily  hold
uninvested  reserves in bank deposits in foreign  currencies,  the Funds will be
affected  favorably or  unfavorably by changes in currency rates and in exchange
control regulations,  and may incur costs in connection with conversions between
various  currencies.  The investment  policies of Vanguard  Horizon Funds permit
each Fund to enter into forward foreign currency exchange  contracts in order to
hedge the Fund's holdings and commitments against changes in the level of future
currency  rates.  Such  contracts  involve an  obligation  to purchase or sell a
specific  currency at a future date at a price set at the time of the  contract.
Under normal circumstances, the Global Equity Fund will not commit more than 20%
of its assets to such contracts.  However,  although the Fund does not intend to
do so, under unusual circumstances it is possible that 100% of the assets of the
Global Asset  Allocation  Fund would be committed  to forward  foreign  currency
exchange contracts.

     Federal Tax  Treatment of Non-U.S.  Transactions.  Special rules govern the
Federal income tax treatment of certain  transactions  denominated in terms of a
currency  other than the U.S.  dollar or determined by reference to the value of
one or more  currencies  other than the U.S.  dollar.  The types of transactions
covered by the special rules include the following:  (i) the  acquisition of, or
becoming the obligor under, a bond or other debt instrument  (including,  to the
extent provided in Treasury regulations,  preferred stock); (ii) the accruing of
certain  trade  receivables  and  payables;  and  (iii)  the  entering  into  or
acquisition  of any  forward  contract,  futures  contract,  option,  or similar
financial instrument if such instrument is not marked to market. The disposition
of a currency other than the U.S. dollar by a taxpayer whose functional currency
is the U.S.  dollar is also  treated as a  transaction  subject  to the  special
currency rules. However,  foreign  currency-related  regulated futures contracts
and nonequity options are generally not subject to the special currency rules if
they are or would be  treated as sold for their fair  market  value at  year-end
under the marking-to-market rules applicable to other futures

                                      B-3
<PAGE>


contracts  unless an election is made to have such  currency  rules apply.  With
respect to transactions  covered by the special rules,  foreign currency gain or
loss  is  calculated  separately  from  any  gain  or  loss  on  the  underlying
transaction  and is normally  taxable as ordinary income or loss. A taxpayer may
elect to treat as capital  gain or loss  foreign  currency  gain or loss arising
from certain identified  forward  contracts,  futures contracts and options that
are  capital  assets  in the hands of the  taxpayer  and which are not part of a
straddle.  The  Treasury  Department  issued  regulations  under  which  certain
transactions  subject to the special  currency rules that are part of a "section
988 hedging  transaction"  (as defined in the Internal  Revenue Code of 1986, as
amended,  and the  Treasury  regulations)  will be  integrated  and treated as a
single  transaction or otherwise treated  consistently for purposes of the Code.
Any gain or loss attributable to the foreign currency component of a transaction
engaged in by a Fund which is not subject to the special currency rules (such as
foreign equity  investments  other than certain preferred stock) will be treated
as capital gain or loss and will not be segregated  from the gain or loss on the
underlying   transaction.   It  is   anticipated   that  some  of  the  non-U.S.
dollar-denominated investments and foreign currency contracts the Funds may make
or enter into will be subject to the special currency rules described above.


     Country  Risk. As foreign  companies  are not generally  subject to uniform
accounting, auditing, and financial reporting standards and practices comparable
to those applicable to domestic companies,  there may be less publicly available
information  about certain  foreign  companies  than about  domestic  companies.
Securities of some foreign companies are generally less liquid and more volatile
than  securities  of  comparable  domestic  companies.  There is generally  less
government  supervision  and regulation of stock  exchanges,  brokers and listed
companies  than in the  U.S.  In  addition,  with  respect  to  certain  foreign
countries,  there is the possibility of expropriation or confiscatory  taxation,
political or social instability,  or diplomatic  developments which could affect
U.S. investments in those countries.

     Although the Funds will endeavor to achieve most favorable  execution costs
in  their  portfolio  transactions,  fixed  commissions  on many  foreign  stock
exchanges are generally higher than negotiated commissions on U.S. exchanges. In
addition,  it is expected  that the expenses for custodian  arrangements  of the
Funds'  foreign  securities  will be somewhat  greater than the expenses for the
custodian arrangements for handling U.S. securities of equal value.

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

     TURNOVER  RATE.  While the  turnover  rate is not a  limiting  factor  when
management deems changes appropriate,  it is anticipated that each Fund's annual
turnover rate will not normally exceed 200%. A turnover rate of 100% would occur
if all of the Fund's  securities,  exclusive of U.S.  Government  securities and
other  securities  whose  maturities at the time of acquisition  are one year or
less,  are replaced in the period of one year.  Turnover  rates may vary greatly
from year to year as well as within a  particular  year and may also be affected
by cash  requirements  for redemptions of each Fund's shares and by requirements
which enable the Funds to receive certain favorable tax treatments. The turnover
rates  will,  of  course,  depend in large  part on the level of  purchases  and
redemptions  of  shares  of each  Fund.  A higher  turnover  rate can  result in
corresponding increases in brokerage costs to the Funds and their shareholders.

     FUTURES CONTRACTS. Each Fund may enter into futures contracts, options, and
options on futures  contracts  for several  reasons:  to maintain  cash reserves
while remaining fully invested,  to facilitate  trading,  to reduce  transaction
costs, or to seek higher  investment  returns when a futures  contract is priced
more  attractively  than  the  underlying  equity  security  or  index.  Futures
contracts provide for the future sale by one party and purchase by another party
of a specified amount of a specific security at a specified future time and at a
specified  price.  Futures  contracts which are standardized as to maturity date
and underlying  financial  instrument are traded on national futures  exchanges.
Futures exchanges and trading are regulated under the Commodity  Exchange Act by
the Commodity  Futures Trading  Commission  (CFTC),  a U.S.  Government  Agency.
Assets committed to futures  contracts will be segregated to the extent required
by law.

     Although  futures  contracts  by their  terms call for actual  delivery  or
acceptance of the underlying securities,  in most cases the contracts are closed
out before the settlement date without the making or taking of delivery.

                                      B-4
<PAGE>

Closing out an open  futures  position  is done by taking an  opposite  position
("buying" a contract which has  previously  been "sold," or "selling" a contract
previously  purchased)  in an  identical  contract to  terminate  the  position.
Brokerage commissions are incurred when a futures contract is bought or sold.

     Futures traders are required to make a good faith margin deposit in cash or
government  securities  with a broker or custodian to initiate and maintain open
positions  in  futures  contracts.  A  margin  deposit  is  intended  to  assure
completion of the contract  (delivery or acceptance of the underlying  security)
if it is not terminated  prior to the specified  delivery date.  Minimal initial
margin  requirements are established by the futures exchange and may be changed.
Brokers may establish  deposit  requirements  which are higher than the exchange
minimums.  Futures contracts are customarily  purchased and sold on margin which
may range upward from less than 5% of the value of the contract being traded.

     After a futures contract  position is opened,  the value of the contract is
marked to market daily. If the futures contract price changes to the extent that
the  margin  on  deposit  does  not  satisfy  margin  requirements,  payment  of
additional  "variation"  margin  will be  required.  Conversely,  change  in the
contract  value may reduce the  required  margin,  resulting  in a repayment  of
excess margin to the contract holder.  Variation margin payments are made to and
from the futures  broker for as long as the  contract  remains  open.  The Funds
expect to earn interest income on their margin deposits.

     Traders in futures contracts may be broadly  classified as either "hedgers"
or   "speculators."   Hedgers  use  the  futures  markets  primarily  to  offset
unfavorable  changes in the value of securities  otherwise  held for  investment
purposes or expected to be acquired by them.  Speculators  are less  inclined to
own the securities  underlying the futures  contracts which they trade,  and use
futures contracts with the expectation of realizing profits from fluctuations in
the prices of underlying securities.

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

     Restrictions  on the Use of Futures  Contracts.  A Fund will not enter into
futures contract transactions to the extent that,  immediately  thereafter,  the
sum of its  initial  margin  deposits  on open  contracts  exceeds  5% (15% with
respect to the Global  Asset  Allocation  Fund) of the market value of its total
assets. In addition,  a Fund will not enter into futures contracts to the extent
that its outstanding  obligations to purchase  securities under these contracts,
in combination  with any  investments in options,  would exceed 20% of its total
assets (50% with respect to the Global Asset Allocation Fund).

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

     The risk of loss in trading  futures  contracts in some  strategies  can be
substantial,  due both to the low margin  deposits  required,  and the extremely
high degree of leverage  involved in futures pricing.  As a result, a relatively
small  price  movement  in a  futures  contract  may  result  in  immediate  and
substantial loss (as well as gain) to the investor.  For example, if at the time
of purchase,  10% of the value of the futures contract is deposited as margin, a
subsequent  10% decrease in the value of the futures  contract would result in a
total  loss of the margin  deposit,  before any  deduction  for the  transaction
costs,  if the account  were then closed out. A 15%  decrease  would result in a
loss equal to 150% of the original  margin  deposit if the contract  were closed
out.  Thus,  a purchase  or sale of a futures  contract  may result in losses in
excess of the amount invested in the contract. Because the futures strategies of
the Funds are not  engaged in for  speculative  purposes,  the  Advisers  do not
believe  that the Funds are subject to the risks of loss  frequently  associated
with futures  transactions.  A Fund would  presumably have sustained  comparable
losses if, instead of the futures contract, it had invested in

                                      B-5
<PAGE>

the underlying financial  instrument and sold it after the decline.  Futures and
options are  derivative  instruments,  in that their  value is derived  from the
value of another security. Equity futures contracts and index put options may be
used by the Fund  advisers of the Global Asset  Allocation  Fund and the Capital
Opportunity  Fund,  respectively.  By doing so, the Funds'  advisers will expose
investors to risks inherent in these commonly used strategies.

     Utilization  of futures  transactions  by a Fund does  involve  the risk of
imperfect or no correlation  where the securities  underlying  futures contracts
have different  maturities  than the Fund  securities  being hedged.  It is also
possible  that a Fund  could  both  lose  money on  futures  contracts  and also
experience a decline in value of its Fund securities.  There is also the risk of
loss by a Fund of margin  deposits in the event of  bankruptcy  of a broker with
whom the Fund has an open  position  in a futures  contract  or related  option.
Additionally, investments in futures contracts and options involve the risk that
the investment  advisers will incorrectly predict stock market and interest rate
trends.

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

     Federal Tax  Treatment  of Futures  Contracts.  Each Fund is  required  for
Federal income tax purposes to recognize as income for each taxable year its net
unrealized  gains and losses on certain  futures  contracts as of the end of the
year as well as those  actually  realized  during the year. In these cases,  any
gain or loss recognized  with respect to a futures  contract is considered to be
60%  long-term  capital  gain or loss and 40%  short-term  capital gain or loss,
without  regard to the  holding  period  of the  contract.  Gains and  losses on
certain other futures contracts  (primarily non-U.S.  futures contracts) are not
recognized  until the  contracts  are closed and are  treated  as  long-term  or
short-term  depending on the holding  period of the  contract.  Sales of futures
contracts  which  are  intended  to  hedge  against  a  change  in the  value of
securities  held by a Fund may affect the holding period of such securities and,
consequently,   the  nature  of  the  gain  or  loss  on  such  securities  upon
disposition.  A Fund may be  required  to defer  the  recognition  of  losses on
futures  contracts to the extend of any unrecognized  gains on related positions
held by the Fund.

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

     A Fund will distribute to shareholders annually any net capital gains which
have been  recognized for Federal  income tax purposes on futures  transactions.
Such distributions will be combined with distributions of capital gains realized
on the Fund's other  investments and shareholders  will be advised on the nature
of the transactions.

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

                                      B-6
<PAGE>


establish  guidelines and standards for review by the investment  adviser of the
creditworthiness  of any bank, broker or dealer party to a repurchase  agreement
with any Fund.

     The use of repurchase  agreements  involves certain risks. For example,  if
the other party to the agreement  defaults on its  obligation to repurchase  the
underlying  security at a time when the value of the security has declined,  the
Fund may incur a loss upon  disposition  of the security.  If the other party to
the agreement  becomes  insolvent and subject to liquidation  or  reorganization
under  the  Bankruptcy  Code or  other  laws,  a court  may  determine  that the
underlying  security is collateral for a loan by the Fund not within the control
of the Fund and therefore the  realization by the Fund on such collateral may be
automatically  stayed.  Finally, it is possible that the Fund may not be able to
substantiate  its  interest  in the  underlying  security  and may be  deemed an
unsecured  creditor  of the  other  party to the  agreement.  While  the  Funds'
management  acknowledges these risks, it is expected that they can be controlled
through careful monitoring procedures.

     ILLIQUID  SECURITIES.  A Fund may  invest  up to 15% of its net  assets  in
illiquid securities.  Illiquid securities are securities that may not be sold or
disposed of in the ordinary  course of business  within seven  business  days at
approximately the value at which they are being carried on the Fund's books.

     A Fund may invest in restricted,  privately  placed  securities that, under
the  Commission's  rules,  may be sold only to qualified  institutional  buyers.
Because these securities can be resold only to qualified  institutional  buyers,
they may be considered illiquid securities--meaning that they could be difficult
for the Fund to convert to cash if needed.

     If a  substantial  market  develops for a restricted  security  held by the
Fund, it will be treated as a liquid security, in accordance with procedures and
guidelines  approved by the Fund's Board of Trustees.  This  generally  includes
securities  that are  unregistered  that can be sold to qualified  institutional
buyers in accordance  with Rule 144A under the  Securities Act of 1933 (the 1933
Act). While the Fund's investment adviser determines the liquidity of restricted
securities  on  a  daily  basis,   the  Board  oversees  and  retains   ultimate
responsibility  for the  adviser's  decisions.  Several  factors  that the Board
considers in monitoring these decisions include the valuation of a security, the
availability  of  qualified   institutional  buyers,  and  the  availability  of
information about the security's issuer.

     LENDING OF  SECURITIES.  A Fund may lend its  securities on a short-term or
long-term  basis  to  qualified   institutional  investors  (typically  brokers,
dealers, banks or other financial institutions) who need to borrow securities in
order to complete certain  transactions,  such as covering short sales, avoiding
failures to deliver securities or completing  arbitrage  operations.  By lending
its  securities,  a Fund attempts to increase its net investment  income through
the receipt of interest on the loan. Any gain or loss in the market price of the
securities  loaned that might occur during the term of the loan would be for the
account of the Fund.  The terms and the structure  and the  aggregate  amount of
such loans must be consistent  with the 1940 Act, and the Rules and  Regulations
or  interpretations  of the Commission  thereunder.  These  provisions limit the
amount of securities a fund may lend to 33 1/3% of the Fund's total assets,  and
require  that (a) the  borrower  pledge and  maintain  with the Fund  collateral
consisting of cash,  an  irrevocable  letter of credit or  securities  issued or
guaranteed by the United States  Government having a value at all times not less
than 100% of the value of the  securities  loaned,  (b) the borrower add to such
collateral whenever the price of the securities loaned rises (i.e., the borrower
"marks  to the  market"  on a daily  basis),  (c) the  loan be made  subject  to
termination  by the  Fund  at any  time  and (d) the  Fund  receives  reasonable
interest on the loan which may include the Fund's  investing any cash collateral
in interest  bearing  short-term  investments,  any  distribution  on the loaned
securities and any increase in their market value.  Loan  arrangements made by a
Fund will comply with all other applicable  regulatory  requirements,  including
the rules of the New York Stock  Exchange,  which  rules  presently  require the
borrower, after notice, to redeliver the securities within the normal settlement
time of three business days. All relevant facts and circumstances, including the
credit-worthiness  of the broker,  dealer or institution,  will be considered in
making decisions with respect to the lending of securities, subject to review by
the Funds' Board of Trustees.

     VANGUARD INTERFUND LENDING PROGRAM.  The Commission has issued an exemptive
order  permitting  the Funds to  participate  in  Vanguard's  interfund  lending
program.  This program  allows the Vanguard  funds to borrow money from and loan
money to each other for temporary or emergency purposes.  The program is subject
to a number of conditions,  including the requirement that no fund may borrow or
lend money through the program unless it receives a more favorable interest rate
than is available from a typical bank for a comparable

                                      B-7
<PAGE>


transaction.  In addition,  a fund may participate in the program only if and to
the extent that such  participation  is  consistent  with the fund's  investment
objective and other investment policies.  The Boards of Trustees of the Vanguard
funds are responsible for ensuring that the interfund  lending program  operates
in compliance with all conditions of the Commission's exemptive order.

     TEMPORARY INVESTMENTS. The Funds may take temporary defensive measures that
are  inconsistent  with  the  Funds'  normal   fundamental  or   non-fundamental
investment  policies and  strategies  in response to adverse  market,  economic,
political,  or other conditions.  Such measures could include investments in (a)
highly  liquid  short-term  fixed  income  securities  issued by or on behalf of
municipal or  corporate  issuers,  obligations  of the U.S.  Government  and its
agencies,  commercial  paper,  and bank  certificates of deposit;  (b) shares of
other  investment  companies  which have investment  objectives  consistent with
those of the Fund; (c) repurchase agreements involving any such securities;  and
(d) other money market instruments. There is no limit on the extent to which the
Funds may take temporary defensive measures. In taking such measures,  the Funds
may fail to achieve their investment objectives.

                       FUNDAMENTAL INVESTMENT LIMITATIONS

Each Fund is subject to the following fundamental investment limitations,  which
cannot be changed in any  material  way without the approval of the holders of a
majority of the affected  Fund's  shares.  For these  purposes,  a "majority" of
shares  means  shares  representing  the lesser of: (i) 67% or more of the votes
cast to approve a change,  so long as shares  representing  more than 50% of the
Fund's net asset value are present or  represented  by proxy;  or (ii) more than
50% of the Fund's net asset value.

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

     COMMODITIES. Each Fund may not invest in commodities,  except that each may
invest in forward foreign currency  exchange  transactions,  futures  contracts,
options and options on futures contracts.  No more than 5% (15% for Global Asset
Allocation  Fund) of the  Fund's  total  assets  may be used as  initial  margin
deposit  for  futures  contracts,  and no more  than 20% (50% for  Global  Asset
Allocation Fund) of the Fund's total assets may be invested in futures contracts
or options at any one time.

     DIVERSIFICATION.  With  respect to 75% of its total  assets,  each Fund may
not: (i) purchase more than 10% of the outstanding  voting securities of any one
issuer; or (ii) purchase  securities of any issuer if, as a result, more than 5%
of the Fund's total assets would be invested in that issuer's  securities.  This
limitation  does not apply to obligations of the United States  Government,  its
agencies, or instrumentalities.

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

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

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

     INVESTMENT  COMPANIES.  Each Fund may not  invest  in any other  investment
company, except through a merger,  consolidation or acquisition of assets, or to
the extent permitted by Section 12 of the 1940 Act.  Investment  companies whose
shares the Fund acquires pursuant to Section 12 must have investment  objectives
and investment policies consistent with those of the Fund.

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

     MARGIN.  Each  Fund may not  purchase  securities  on  margin  or (with the
exception  of  Capital  Opportunity  Fund)  sell  securities  short,  except  as
permitted by the Fund's investment policies relating to commodities.

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

                                      B-8
<PAGE>


     REAL ESTATE. Each Fund may not invest directly in real estate,  although it
may invest in securities of companies that deal in real estate and bonds secured
by real estate.

     SENIOR  SECURITIES.  Each Fund may not issue senior  securities,  except in
compliance  with the 1940 Act, and provided  that Capital  Opportunity  Fund may
sell securities short.

     UNDERWRITING.  Each Fund may not  engage in the  business  of  underwriting
securities issued by other persons. A Fund will not be considered an underwriter
when disposing of its investment securities.

     PUTS AND CALLS.  Each Fund may not  purchase  put  options or call  options
except  as set  forth in  "Commodities"  above and as  provided  in each  Fund's
prospectus.

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

     Unless otherwise stated,  each of the above percentage  limitations applies
at the time of investment. If a percentage restriction is adhered to at the time
the investment is made, a later  increase in percentage  resulting from a change
in the  market  value  of  assets  will  not  constitute  a  violation  of  such
restriction.

                            MANAGEMENT OF THE FUNDS

TRUSTEES AND OFFICERS

The officers of the Funds manage their day-to-day operations and are responsible
to the Funds' Board of Trustees.  The Trustees set broad  policies for the Funds
and choose its officers. The following is a list of the Trustees and officers of
the Funds and a statement of their present  positions and principal  occupations
during the past five years.  As a group,  the Funds'  Trustees  and officers own
less than 1% of the outstanding shares of each Fund. Each Trustee also serves as
a Director of The Vanguard  Group,  Inc.,  and as a Trustee of each of the funds
administered  by Vanguard.  The mailing  address of the Trustees and officers of
the Funds is Post Office Box 876, Valley Forge, PA 19482.




JOHN J. BRENNAN, (DOB: 7/29/1954) Chairman, Chief Executive Officer & Trustee*
Chairman,  Chief Executive Officer and Director of The Vanguard Group, Inc., and
Trustee of each of the investment companies in The Vanguard Group.

JOANN HEFFERNAN HEISEN, (DOB: 1/25/1950) Trustee
Vice President, Chief Information Officer, and member of the Executive Committee
of Johnson & Johnson (Pharmaceuticals/Consumer  Products), Director of Johnson &
Johnson*MERCK Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.

BRUCE K. MACLAURY, (DOB: 5/7/1931) Trustee
President  Emeritus  of  The  Brookings  Institution  (Independent  Non-Partisan
Research  Organization);  Director of American  Express Bank, Ltd., The St. Paul
Companies, Inc. (Insurance and Financial Services), and National Steel Corp.

BURTON G. MALKIEL, (DOB: 8/28/1932) Trustee
Chemical Bank Chairman's Professor of Economics, Princeton University;  Director
of Prudential Insurance Co. of America, Banco Bilbao Gestinova, Baker Fentress &
Co.  (Investment  Management),  The Jeffrey Co.  (Holding  Company),  and Select
Sector SPDR Trust (Exchange-traded Mutual Fund).

ALFRED M. RANKIN, JR., (DOB: 10/8/1941) Trustee
Chairman,  President, Chief Executive Officer, and Director of NACCO Industries,
Inc.  (Machinery/Coal/Appliances);  and Director of The BFGoodrich Co. (Aircraft
Systems/Manufacturing/Chemicals).

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

                                      B-9
<PAGE>

JAMES O. WELCH, JR., (DOB: 5/13/1931) Trustee
Retired Chairman of Nabisco Brands, Inc. (Food Products);  retired Vice Chairman
and  Director  of RJR  Nabisco  (Food and  Tobacco  Products);  Director of TECO
Energy, Inc., and Kmart Corp.

J. LAWRENCE WILSON, (DOB: 3/2/1936) Trustee
Retired Chairman of Rohm & Haas Co. (Chemicals);  Director of Cummins Engine Co.
(Diesel Engine Company),  and The Mead Corp.  (Paper  Products);  and Trustee of
Vanderbilt University.

RAYMOND J. KLAPINSKY, (DOB: 12/7/1938) Secretary*
Managing Director of The Vanguard Group, Inc.;  Secretary of The Vanguard Group,
Inc. and of each of the investment companies in The Vanguard Group.

THOMAS J. HIGGINS, (DOB: 5/21/1957) Treasurer*
Principal  of The Vanguard  Group,  Inc.;  Treasurer  of each of the  investment
companies in The Vanguard Group.

ROBERT D. SNOWDEN, (DOB: 9/4/1961) Controller*
Principal of The Vanguard  Group,  Inc.;  Controller  of each of the  investment
companies in The Vanguard Group.

- ----------

*Officers of the Funds are "interested persons" as defined in the 1940 Act.

THE VANGUARD GROUP

Each  Fund is a member  of The  Vanguard  Group of  Investment  Companies  which
consists of more than 100 funds.  Through their  jointly-owned  subsidiary,  The
Vanguard Group, Inc.  (Vanguard),  the Funds and the other funds in The Vanguard
Group   obtain   at-cost   virtually   all  of   their   corporate   management,
administrative,  and distribution  services.  Vanguard also provides  investment
advisory services on an at-cost basis to several of the Vanguard funds.

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

     The funds' officers are also officers and employees of Vanguard. No officer
or employee owns, or is permitted to own, any securities of any external adviser
for the funds.

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

     Vanguard was  established and operates under an Amended and Restated Funds'
Service  Agreement which was approved by the  shareholders of each of the funds.
The amounts which each of the funds have invested are adjusted from time to time
in order to maintain the proportionate relationship between each fund's relative
net assets and its contribution to Vanguard's  capital. At October 31, 1999, the
Funds had contributed capital to Vanguard  representing 0.02% of each Fund's net
assets.  The  total  amount  contributed  by  the  Funds  was  $400,000,   which
represented 0.37% of Vanguard's capitalization.  The Amended and Restated Funds'
Service Agreement provides as follows: (a) each Vanguard fund may be called upon
to invest up to 0.40% of its  current  assets in  Vanguard,  and (b) there is no
other  limitation  on the dollar  amount each  Vanguard  fund may  contribute to
Vanguard's capitalization.

     MANAGEMENT.  Corporate management and administrative  services include: (1)
executive  staff;  (2) accounting and financial;  (3) legal and regulatory;  (4)
shareholder  account  maintenance;  (5)  monitoring  and  control  of  custodian
relationships;  (6)  shareholder  reporting;  and (7) review and  evaluation  of
advisory and other services provided to the Vanguard funds by third parties.

                                      B-10
<PAGE>


     DISTRIBUTION.  Vanguard Marketing Corporation, a wholly-owned subsidiary of
Vanguard,  provides all distribution  and marketing  activities for the funds in
The Group. The principal distribution expenses are for advertising,  promotional
materials,  and  marketing  personnel.  Distribution  services  may also include
organizing  and  offering  to the  public,  from  time to time,  one or more new
investment  companies  which will  become  members of The  Vanguard  Group.  The
Trustees and officers of Vanguard  determine the amount to be spent  annually on
distribution  activities,  the manner  and amount to be spent on each fund,  and
whether to organize new investment companies.

     One half of the distribution expenses of a marketing and promotional nature
are allocated among the Vanguard funds based upon their relative net assets. The
remaining one half of these expenses is allocated among the Vanguard funds based
upon each fund's sales for the  preceding 24 months  relative to the total sales
of the funds as a Group.  Provided,  however, that no fund's aggregate quarterly
rate of contribution  for  distribution  expenses of a marketing and promotional
nature  shall  exceed  125% of the  average  distribution  expense  rate for The
Vanguard  Group,  and that no Fund shall incur annual  distribution  expenses in
excess of 0.02 of 1% of its average month-end net assets.

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

        FUND                                  1997        1998        1999
        ----                                  ----        ----        ----
        Aggressive Growth Fund. . . . .   $863,000  $1,789,000  $1,787,000
        Capital Opportunity Fund. . . .    277,000     476,000   1,829,000
        Global Equity Fund. . . . . . .    391,000     425,000     558,000
        Global Asset Allocation Fund. .    260,000     295,000     374,000

     INVESTMENT  ADVISORY SERVICES.  Vanguard also provides  investment advisory
services to several Vanguard funds including  Vanguard  Aggressive  Growth Fund.
These  services are provided on an at-cost basis from a money  management  staff
employed directly by Vanguard. The compensation and other expenses of this staff
are paid by the funds utilizing these services.

TRUSTEE COMPENSATION

The  same  individuals  serve  as  Trustees  of all  Vanguard  funds  (with  two
exceptions,  which are noted in the table appearing on page B-12), and each fund
pays a proportionate share of the Trustees' compensation. The funds employ their
officers on a shared basis,  as well.  However,  officers are compensated by The
Vanguard Group, Inc., not the funds.

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

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

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

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

     "INTERESTED"  TRUSTEE.  Mr. Brennan serves as a Trustee, but is not paid in
this  capacity.  He is,  however,  paid in his role as officer  of The  Vanguard
Group, Inc.

     COMPENSATION TABLE. The following table provides  compensation  details for
each of the Trustees.  We list the amounts paid as  compensation  and accrued as
retirement benefits by the Funds for each Trustee. In addition,  the table shows
the total  amount of benefits  that we expect each  Trustee to receive  from all
Vanguard funds upon  retirement,  and the total amount of  compensation  paid to
each Trustee by all Vanguard funds.

                                      B-11
<PAGE>


                          VANGUARD HORIZON FUNDS COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                     <C>             <C>                  <C>                <C>
                                           PENSION OR                                 TOTAL
                         AGGREGATE         RETIREMENT                             COMPENSATION
                        COMPENSATION    BENEFITS ACCRUED     ESTIMATED ANNUAL   FROM ALL VANGUARD
                         FROM THESE     AS PART OF THESE      BENEFITS UPON       FUNDS PAID TO
 NAMES OF TRUSTEES        FUNDS(1)      FUNDS' EXPENSES(1)      RETIREMENT         TRUSTEES(2)

John C. Bogle(3)           None               None                  None               None
John J. Brennan            None               None                  None               None
Barbara Barnes
 Hauptfuhrer(3)             $47                 $6               $15,000                 $0
JoAnn Heffernan Heisen     $281                $15               $15,000            $80,000
Bruce K. MacLaury          $290                $26               $12,000            $75,000
Burton G. Malkiel          $283                $26               $15,000            $80,000
Alfred M. Rankin, Jr.      $281                $19               $15,000            $80,000
John C. Sawhill            $281                $24               $15,000            $80,000
James O. Welch, Jr.        $281                $27               $15,000            $80,000
J. Lawrence Wilson         $281                $20               $15,000            $80,000
</TABLE>
- ---------
(1)  The amounts  shown in this column are based on the Funds' fiscal year ended
     October 31, 1999.
(2)  The amounts reported in this column reflect the total  compensation paid to
     each Trustee for his or her service as Trustee of 103  Vanguard  funds (102
     in the case of Mr.  Malkiel;  93 in the case of Mr.  MacLaury) for the 1999
     calendar year.
(3)  Mr.  Bogle  and  Mrs.  Hauptfuhrer  have  retired  from the  funds'  Board,
     effective December 31, 1999 and December 31, 1998, respectively.

                          INVESTMENT ADVISORY SERVICES

     INVESTMENT ADVISORY AGREEMENT WITH MARATHON ASSET MANAGEMENT  LIMITED.  The
Global Equity Fund is managed by Marathon Asset Management  Limited  (Marathon),
Orion House, 5 Upper St.  Martin's  Lane,  London under the terms of an advisory
agreement.

     The Global  Equity Fund pays  Marathon a basic  advisory  fee at the end of
each fiscal  quarter,  calculated  by applying a  quarterly  rate,  based on the
following annual  percentage  rates, to the average month-end assets of the Fund
for the quarter:

            NET ASSETS                                      RATE
            ----------                                      ----
            First $100 million ........................    0.45%
            Next $150 million .........................    0.40%
            Next $250 million .........................    0.25%

     The basic  advisory  fee may be  increased  or  decreased  by  applying  an
adjustment  formula based on the investment  performance of the Fund relative to
that of the Morgan Stanley Capital  International (MSCI) All Country World Index
over the 36 months  preceding  the end of the quarter for which the fee is being
computed. The following table sets forth the incentive/penalty adjustment to the
basic advisory fee payable by the Fund to Marathon under the investment advisory
agreement.  The adjustments to the fee change  proportionately  with performance
relative to the Index.

                                      B-12
<PAGE>

            CUMULATIVE 36-MONTH NET PERFORMANCE        PERFORMANCE FEE
            VS. THE MSCI ALL COUNTRY WORLD INDEX           ADJUSTMENT*
            ------------------------------------           -----------
            Less than 3% ........................    -0.50 X Basic Fee
            Between 3% and 6% ...................    -0.25 X Basic Fee
            Between 6% and 9% ...................        0 X Basic Fee
            Between 9% and 12% ..................    +0.25 X Basic Fee
            More than 12% .......................    +0.50 X Basic Fee
- ---------
*    For purposes of this  calculation,  the Basic Fee is  determined  using the
     Fund's  average net assets over the same time period for which  performance
     is measured.

     During the fiscal years ended October 31, 1997,  1998,  and 1999,  the Fund
paid  advisory  fees  of  $530,000  before  a  decrease  of  $172,000  based  on
performance,  $569,000 before a decrease of $229,000 based on  performance,  and
$602,000 before a decrease of $268,000 based on performance, respectively.

     Related Information Concerning Marathon. Marathon is wholly owned by M.A.M.
Investments  Limited.  Each  of the  following  Directors  owns  1/3  of  M.A.M.
Investments  Limited:  William J. Arah,  Jeremy J. Hosking,  and Neil M. Ostrer.
Marathon,  a Limited Company,  provides investment advisory services to employee
benefit plans, investment companies, and other institutions.

     INVESTMENT  ADVISORY AGREEMENT WITH PRIMECAP.  PRIMECAP  Management Company
(PRIMECAP) serves as investment adviser to the Capital Opportunity Fund under an
investment  advisory  agreement to manage the investment and reinvestment of the
assets of the Fund and to  continuously  review,  supervise,  and administer the
Fund's investment program.  PRIMECAP discharges its responsibilities  subject to
the control of the officers and Trustees of the Fund.

     The Fund pays  PRIMECAP an advisory fee at the end of each fiscal  quarter,
calculated  by  applying  a  quarterly  rate,  based  on  the  following  annual
percentage rates, to the Fund's average month-end net assets for the quarter:

            NET ASSETS                                      RATE
            ----------                                      ----
            First $50 million ..........................   .500%
            Next $200 million ..........................   .450%
            Next $250 million ..........................   .375%
            Next $1,750 million ........................   .250%
            Next $2,750 million ........................   .200%
            Next $5,000 million ........................   .175%
            Over $10,000 million .......................   .150%

     During the fiscal years ended  October 31,  1997,  the Fund paid Husic (the
Fund's previous adviser) advisory fees of $371,000 before a decrease of $223,000
based on  performance.  During the fiscal year ended October 31, 1998,  the Fund
paid no advisory fees, due to  performance  adjustments.  During the fiscal year
ended October 31, 1999, the Fund paid PRIMECAP advisory fees of $2,062,000.

     Related  Information   Concerning   PRIMECAP.   PRIMECAP  is  a  California
corporation  whose  outstanding  shares are owned by its directors and officers.
The directors of the corporation and the offices they currently hold are: Howard
Bernard Schow,  Chairman;  Mitchell John Milias,  Vice  Chairman;  and Theofanis
Anastasios Kolokotrones, President and Secretary.

     INVESTMENT  ADVISORY  AGREEMENT  WITH  STRATEGIC   INVESTMENT   MANAGEMENT.
Strategic Investment Management  (Strategic) serves as investment adviser to the
Global Asset  Allocation Fund under an Investment  Advisory  Agreement.  For the
services provided by Strategic under the agreement,  the Fund will pay Strategic
a basic advisory fee at the end of each fiscal quarter,  by applying a quarterly
rate based on the following annual  percentage  rates, to the average  month-end
assets of the Fund for the quarter:

                                      B-13
<PAGE>

            NET ASSETS                                      RATE
            ----------                                      ----
            First $250 million .........................   0.40%
            Next $250 million ..........................   0.35%
            Next $500 million ..........................   0.25%
            Over $1 billion ............................   0.20%

     The  quarterly  payment to  Strategic  may be  increased  or  decreased  by
applying an adjustment formula based on the investment performance of the Global
Asset Allocation Fund relative to that of the theoretical  Global Balanced Index
over the 36 months  preceding  the end of the quarter for which the fee is being
computed.

     The monthly  return of the Global  Balanced Index will be calculated as 60%
of the Global  Stock  Index  monthly  return  plus 30% of the Global  Bond Index
monthly return, plus 10% of the U.S. Cash Index monthly return. The Global Stock
Index return is an adjusted  capitalization  weighted average of the established
local stock market index returns in each country, adjusted to include the impact
of hedging one half of the  non-U.S.  currency  exposure.  The Global Bond Index
return is a capitalization  weighted  average (using Salomon Brothers  published
weights) of the currency-hedged  country government bond index returns. The U.S.
Index return is the bond  equivalent  yield of the Federal  Reserve's  published
average offering rate on 30-day commercial paper. The countries included in this
index will be the U.S.,  Canada,  the United Kingdom,  France,  Germany,  Spain,
Japan,  Australia,  and Hong Kong  (there  will be no bond  investments  in Hong
Kong).  The  Global  Balanced  Index  will be  reviewed  semi-annually  and with
approval of the Fund's officers may be changed to reflect additions or deletions
of countries from the adviser's mandate going forward.

     The  following  table sets forth the  incentive/penalty  adjustment  to the
basic advisory fee payable by the Fund to Strategic.

            CUMULATIVE 36-MONTH NET PERFORMANCE      PERFORMANCE FEE
            VS. THE GLOBAL BALANCED INDEX                ADJUSTMENT*
            -----------------------------                -----------
            Less than -0.75% ....................  -0.75 X Basic Fee
            Between -0.75% and +2.25% ...........  -0.50 X Basic Fee
            Between +2.25% and +5.25% ...........  -0.25 X Basic Fee
            Between +5.25% and +8.25% ...........      0 X Basic Fee
            Between +8.25% and +11.25% ..........  +0.25 X Basic Fee
            Between +11.25% and +14.25% .........  +0.50 X Basic Fee
            More than +14.25% ...................  +0.75 X Basic Fee
- ---------
*    For purposes of this  calculation,  the Basic Fee is  determined  using the
     Fund's  average net assets over the same time period for which  performance
     is measured.

     During the fiscal years ended October 31, 1997,  1998,  and 1999,  the Fund
paid  advisory  fees  of  $322,000  before  a  decrease  of  $201,000  based  on
performance,  $336,000 before a decrease of $220,000 based on  performance,  and
$356,000 before a decrease of $245,000 based on performance, respectively.

     Related  Information  Concerning  Strategic.  Strategic,  1001 19th  Street
North, 16th Floor,  Arlington,  VA 22209,  provides asset management services to
companies,   institutions,  trusts,  funds,  and  individuals.  Strategic  is  a
partnership organized under the laws of Virginia,  and is owned by the following
individuals: Hilda Margarita Ochoa-Brillembourg, President and Director; Antoine
W. van Agtmael, Vice President and Director;  Michael Anthony Duffy,  Secretary,
Treasurer,  and Director;  George M.  Alvarez-Correa,  Managing  Director;  Mary
Claire Choksi, Managing Director; and Carol Ann Grefenstette, Managing Director.
As of October 31, 1999, Strategic (and its affiliated  companies) provided asset
management services for over $x.x billion in assets.

     INVESTMENT ADVISORY SERVICES PROVIDED BY THE VANGUARD GROUP. An experienced
investment  management staff employed directly by Vanguard  provides  investment
advisory services to Vanguard Aggressive Growth Fund on an at-cost basis. During
the fiscal  years ended  October 31, 1997,  1998,  and 1999,  the Fund  incurred
expenses for investment advisory services of approximately  $190,000,  $287,000,
and $511,000, respectively.

                                      B-14
<PAGE>

     DURATION AND  TERMINATION  OF INVESTMENT  ADVISORY  AGREEMENTS.  The Funds'
current  agreement  with each  adviser  is  renewable  for  successive  one-year
periods,  only if each renewal is specifically  approved by a vote of the Funds'
Board of Trustees, including the affirmative votes of a majority of the Trustees
who are not parties to the agreement or "interested  persons" (as defined in the
1940 Act) of any such party cast in person at a meeting  called for the  purpose
of  considering  such  approval.  An agreement is  automatically  terminated  if
assigned,  and may be terminated by the Fund without  penalty,  at any time, (1)
either by vote of the Board of  Trustees on sixty (60) days'  written  notice to
the adviser,  or (2) by the adviser upon ninety (90) days' written notice to the
Fund.

                             PORTFOLIO TRANSACTIONS

The investment  advisory  agreements  with Marathon,  PRIMECAP,  Strategic,  and
Vanguard  authorize  each  investment  adviser  (with the approval of the Funds'
Board of  Trustees)  to select  the  brokers or dealers  that will  execute  the
purchases and sales of securities  for the Fund that it manages and directs each
investment  adviser to use its best efforts to obtain the best  available  price
and most favorable execution with respect to all transactions for the Fund. Each
investment  adviser has undertaken to execute each  investment  transaction at a
price and commission  which  provides the most favorable  total cost or proceeds
reasonably obtainable under the circumstances.

     In placing portfolio transactions,  each adviser will use its best judgment
to choose the broker most capable of providing the brokerage  services necessary
to obtain the best available price and most favorable execution.  The full range
and quality of brokerage  services  available will be considered in making these
determinations.  In those instances where it is reasonably  determined that more
than one  broker  can offer the  brokerage  services  needed to obtain  the best
available  price and most  favorable  execution,  consideration  may be given to
those brokers which supply investment research and statistical information,  and
provide other services in addition to execution  services to the Fund and/or the
investment adviser. Each investment adviser considers the investment services it
receives useful in the performance of its obligations under the agreement but is
unable to determine the amount by which such services may reduce its expenses.

     The investment advisory agreements also incorporate the concepts of Section
28(e) of the Securities  Exchange Act of 1934 by providing that,  subject to the
approval of the Funds' Board of Trustees,  each  investment  adviser may cause a
Fund to pay a broker-dealer  which furnishes  brokerage and research  services a
higher commission than that which might be charged by another  broker-dealer for
effecting  the  same  transaction;  provided  that  such  commission  is  deemed
reasonable  in  terms of  either  that  particular  transaction  or the  overall
responsibilities  of the  investment  adviser to the Fund and the other funds in
the Group.

     Currently,  it is each  Fund's  policy that its  investment  adviser may at
times pay higher commissions in recognition of brokerage services felt necessary
for the achievement of better execution of certain securities  transactions that
otherwise  might not be  available.  An  investment  adviser  will only pay such
higher  commissions  if it believes this to be in the best interest of the Fund.
Some brokers or dealers who may receive such higher  commissions  in recognition
of brokerage  services related to execution of securities  transactions are also
providers of research  information  to the  investment  adviser and/or the Fund.
However,  the  investment  advisers have informed the Funds that they  generally
will not pay higher  commission rates  specifically for the purpose of obtaining
research services.

     During the fiscal years ended October 31, 1997,  1998,  and 1999, the Funds
paid the following amounts in brokerage commissions.

            FUND                                 1997      1998      1999
            ----                                 ----      ----      ----
            Aggressive Growth Fund ........  $435,000  $615,000  $475,000
            Capital Opportunity Fund ......   208,000   185,000   997,000
            Global Equity Fund ............   176,000   192,000   232,000
            Global Aset Allocation Fund ...   160,000     5,000    11,000

     Some  securities  considered  for  investment  by the  Funds  may  also  be
appropriate for other clients served by the investment advisers.  If purchase or
sale of securities consistent with the investment policies of a Fund and

                                      B-15
<PAGE>


one or more of these other  clients  served by the adviser are  considered at or
about the same time, transactions in such securities will be allocated among the
Fund  and such  other  clients  in a manner  deemed  equitable  by the  adviser.
Although there may be no specified formula for allocating such transactions, the
allocation methods used, and the results of such allocations, will be subject to
periodic review by the Funds' Board of Trustees.

                             YIELD AND TOTAL RETURN

The yield of each Fund for the 30-day period ended October 31, 1999 is set forth
below. Yields are calculated daily.

            Vanguard Aggressive Growth Fund .............  1.06%
            Vanguard Capital Opportunity Fund ...........  0.65%
            Vanguard Global Asset Allocation Fund .......   N/A
            Vanguard Global Equity Fund .................   N/A

     The average  annual total return of each Fund for the one year period ended
October 31, 1999 and since inception are set forth below:

                                                   1 YEAR ENDED       SINCE
                                                    10/31/1999      INCEPTION*
                                                   ------------     ----------
            Vanguard Aggressive Growth Fund ......     21.3%          15.8%
            Vanguard Capital Opportunity Fund ....     81.7%          19.2%
            Vanguard Global Asset Allocation Fund.     13.4%          11.7%
            Vanguard Global Equity Fund ..........     26.5%          12.9%

- ---------
*    Performance  measurement begins with commencement of investment  operations
     on August 14, 1995.

AVERAGE ANNUAL TOTAL RETURN

Average annual total return is the average annual  compounded rate of return for
the  periods of one year,  five  years,  ten years or the life of the Fund,  all
ended on the last day of a recent month.  Average annual total return quotations
will  reflect  changes  in the price of the Fund's  shares  and assume  that all
dividends and capital gains  distributions  during the  respective  periods were
reinvested in Fund shares.  Average annual total return is calculated by finding
the average annual compounded rates of return of a hypothetical  investment over
such periods  according to the following formula (average annual total return is
then expressed as a percentage):

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

     Where:

          T   =average annual total return
          P   =a hypothetical initial investment of $1,000
          n   =number of years
          ERV =ending redeemable value: ERV is the value, at the end
               of the applicable period, of a hypothetical $1,000
               investment made at the beginning of the applicable
               period.

AVERAGE ANNUAL AFTER-TAX TOTAL RETURN QUOTATION

We calculate the Fund's  average  annual  after-tax  total return by finding the
average annual  compounded  rate of return over the 1-, 5-, and 10-year  periods
(or for periods of the Fund's  operations)  that would equate the initial amount
invested to the after-tax value, according to the following formulas:

                                P (1+T)/N/ = ATV

                                      B-16
<PAGE>


     Where:

          P   =a hypothetical initial payment of $1,000
          T   =average annual after-tax total return
          n   =number of years
          ATV =after-tax value at the end of the 1-, 5-, or 10-year
               periods of a hypothetical $1,000 payment made at the
               beginning of the time period, assuming no liquidation
               of the investment at the end of the measurement
               periods.

     Instructions:

1.   Assume all distributions by the Fund are  reinvested--less the taxes due on
     such  distributions--at  the price on the  reinvestment  dates  during  the
     period.  Adjustments  may be made for  subsequent  re-characterizations  of
     distributions.

2.   Calculate  the  taxes  due on  distributions  by the Fund by  applying  the
     highest federal  marginal tax rates to each component of the  distributions
     on the reinvestment date (e.g.,  ordinary income,  short-term capital gain,
     long-term  capital gain,  etc.).  For periods after  December 31, 1997, the
     federal marginal tax rates used for the calculations are 39.6% for ordinary
     income and  short-term  capital gains and 20% for long-term  capital gains.
     Note that the  applicable tax rates may vary over the  measurement  period.
     Assume no taxes are due on the portions of any distributions  classified as
     exempt  interest  or  non-taxable  (i.e.,  return of  capital).  Ignore any
     potential tax liabilities other than federal tax liabilities  (e.g.,  state
     and local taxes).

3.   Include all recurring  fees that are charged to all  shareholder  accounts.
     For any  account  fees that vary  with the size of the  account,  assume an
     account size equal to the Fund's mean (or median) account size. Assume that
     no  additional  taxes or tax credits  result from any  redemption of shares
     required to pay such fees.

4.   State the total return quotation to the nearest hundredth of one percent.

CUMULATIVE TOTAL RETURN

Cumulative  total  return is the  cumulative  rate of  return on a  hypothetical
initial  investment of $1,000 for a specified  period.  Cumulative  total return
quotations reflect changes in the price of the Fund's shares and assume that all
dividends and capital gains  distributions  during the period were reinvested in
Fund shares.  Cumulative  total return is calculated  by finding the  cumulative
rates of a return of a hypothetical  investment over such periods,  according to
the  following  formula   (cumulative  total  return  is  then  expressed  as  a
percentage):

                                C = (ERV/P) - 1

     Where:

          C   =cumulative total return
          P   =a hypothetical initial investment of $1,000
          ERV =ending redeemable value: ERV is the value, at the end
               of the applicable period, of a hypothetical $1,000
               investment made at the beginning of the applicable
               period.

SEC YIELDS

Yield is the net  annualized  yield based on a  specified  30-day (or one month)
period  assuming  semiannual  compounding  of  income.  Yield is  calculated  by
dividing the net  investment  income per share  earned  during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:

                         YIELD = 2[((A-B)/CD+1)/6/ - 1]

     Where:

          a   =dividends and interest earned during the period.
          b   =expenses accrued for the period (net of
               reimbursements).
          c   =the average daily number of shares outstanding during
               the period that were entitled to receive dividends.
          d   =the maximum offering price per share on the last day of
               the period.

                                      B-17
<PAGE>

                                  SHARE PRICE

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

     Portfolio  securities  for which market  quotations  are readily  available
(includes those securities listed on national securities  exchanges,  as well as
those quoted on the NASDAQ Stock Market) will be valued at the last quoted sales
price on the day the valuation is made. Such securities  which are not traded on
the  valuation  date are  valued  at the mean of the bid and ask  prices.  Price
information on  exchange-listed  securities is taken from the exchange where the
security is primarily  traded.  Securities  may be valued on the basis of prices
provided by a pricing  service when such prices are believed to reflect the fair
market value of such securities.

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

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

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

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

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

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

                               PURCHASE OF SHARES

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

TRADING SHARES THROUGH CHARLES SCHWAB

You may purchase or redeem  shares of Vanguard  funds through  Charles  Schwab &
Co., Inc. (Schwab). The Vanguard funds have authorized Schwab to accept purchase
and  redemption  orders on the funds'  behalf.  If you place your order  through
Schwab and it is accepted by an authorized  Schwab broker or a broker's designee
prior to 3:00 p.m.,  Eastern  time,  your order will be priced at the Fund's net
asset value when next computed that day. Any order received after that time will
be priced at the Fund's net asset value as determined on the following  business
day.

                                      B-18
<PAGE>

                              REDEMPTION OF SHARES

Each Fund may suspend redemption  privileges or postpone the date of payment (i)
during any period  that the  Exchange is closed,  or trading on the  Exchange is
restricted  as  determined  by the  Commission,  (ii)  during any period when an
emergency  exists as defined by the rules of the Commission as a result of which
it is not reasonably  practicable  for a Fund to dispose of securities  owned by
it, or fairly to  determine  the value of its  assets,  and (iii) for such other
periods as the Commission may permit.

     Each  Fund has made an  election  with  the  Commission  to pay in cash all
redemptions  requested by any shareholder of record limited in amount during any
90-day  period to the lesser of  $250,000 or 1% of the net assets of the Fund at
the beginning of such period.

     As  described  in their  prospectuses,  the  Funds  assess  fees on  shares
redeemed under certain circumstances. Currently, redemption fees do not apply to
shares  held  through  Vanguard's  separate  recordkeeping  system for  employee
benefit plan accounts,  due to certain economies associated with these accounts.
However,  the Funds reserve the right to impose  redemption  fees at any time on
shares  held  in  these  accounts,  if  warranted  by the  costs  of  processing
redemptions.

                              COMPARATIVE INDEXES


Each of the investment company members of The Vanguard Group, including Vanguard
Horizon  Funds,  may,  from  time to  time,  use  one or  more of the  following
unmanaged indexes for comparative performance purposes.

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

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

STANDARD & POOR'S  MIDCAP  400/BARRA  GROWTH  INDEX--contains  stocks of the S&P
MidCap 400 Index which have a higher than average price-to-book ratio.

STANDARD & POOR'S SMALL CAP 600/BARRA  VALUE  INDEX--contains  stocks of the S&P
SmallCap 600 Index which have a lower than average price-to-book ratio.

STANDARD & POOR'S SMALL CAP 600/BARRA GROWTH  INDEX--contains  stocks of the S&P
SmallCap 600 Index which have a higher than average price-to-book ratio.

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

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

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

MORGAN  STANLEY  CAPITAL  INTERNATIONAL  EAFE  INDEX--is an  arithmetic,  market
value-weighted  average of the performance of over 900 securities  listed on the
stock exchanges of countries in Europe, Australia, Asia and the Far East.

MORGAN STANLEY CAPITAL  INTERNATIONAL ALL COUNTRY WORLD INDEX--is an arithmetic,
market value-weighted average of the performance of over 2,427 securities listed
on the stock exchanges of countries  included in the EAFE Index,  United States,
Canada, and Emerging Markets.

GLOBAL BALANCED  INDEX--a fixed weighted index of global stocks,  bonds and U.S.
cash  reserves,  the  component  parts of which are  derived  from the  adjusted
capitalization  weighted averages of individual  currency adjusted local country
indices.

MORGAN STANLEY CAPITAL  INTERNATIONAL WORLD INDEX--an  arithmetic,  market value
weighted average of the performance of over 1,460 securities listed on the stock
exchanges of 23 countries.

                                      B-19
<PAGE>

SALOMON BROTHERS WORLD GOVERNMENT BOND INDEX--a market  capitalization  weighted
index consisting of government bond markets of 14 countries.

GOLDMAN SACHS 100  CONVERTIBLE  BOND  INDEX--currently  includes 71 bonds and 29
preferreds.   The  original  list  of  names  was  generated  by  screening  for
convertible  issues of $100  million or greater  in market  capitalization.  The
index is priced monthly.

SALOMON BROTHERS GNMA  INDEX--includes  pools of mortgages originated by private
lenders and guaranteed by the mortgage pools of the Government National Mortgage
Association.

SALOMON BROTHERS HIGH-GRADE  CORPORATE BOND  INDEX--consists of publicly issued,
non-convertible  corporate bonds rated Aa or Aaa. It is a value weighted,  total
return index, including  approximately 800 issues with maturities of 12 years or
greater.

LEHMAN  LONG-TERM  TREASURY BOND INDEX--is a market weighted index that contains
individually  priced U.S.  Treasury  securities  with  maturities of 10 years or
greater.

MERRILL LYNCH  CORPORATE & GOVERNMENT  BOND  INDEX--consists  of over 4,500 U.S.
Treasury, agency and investment grade corporate bonds.

LEHMAN   CORPORATE   (BAA)  BOND   INDEX--all   publicly   offered   fixed-rate,
nonconvertible  domestic  corporate bonds rated Baa by Moody's,  with a maturity
longer  than 1 year and with more  than $100  million  outstanding.  This  index
includes over 1,500 issues.

LEHMAN  BROTHERS  LONG-TERM  CORPORATE  BOND  INDEX--is  a subset of the  Lehman
Corporate  Bond Index  covering  all  corporate,  publicly  issued,  fixed-rate,
nonconvertible  U.S.  debt issues rated at least Baa, with at least $100 million
principal outstanding and maturity greater than 10 years.

BOND BUYER  MUNICIPAL BOND INDEX--is a yield index on current coupon  high-grade
general obligation municipal bonds.

STANDARD & POOR'S PREFERRED INDEX--is a yield index based upon the average yield
for four high-grade, non-callable preferred stock issues.

NASDAQ INDUSTRIAL INDEX--is composed of more than 3,000 industrial issues. It is
a value  weighted  index  calculated  on price  change only and does not include
income.

COMPOSITE  INDEX--70%  Standard  & Poor's  500 Index and 30%  NASDAQ  Industrial
Index.

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

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

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

RUSSELL 2000 SMALL COMPANY STOCK  INDEX--consists  of the smallest  2,000 stocks
within the Russell 3000; a widely-used benchmark for small capitalization common
stocks.

LEHMAN  BROTHERS  AGGREGATE BOND INDEX--is a market weighted index that contains
individually priced U.S. Treasury,  agency, corporate, and mortgage pass-through
securities  corporate rated BBB- or better. The Index has a market value of over
$5 trillion.

LEHMAN BROTHERS MUTUAL FUND SHORT (1-5) GOVERNMENT/CORPORATE  INDEX--is a market
weighted index that contains  individually  priced U.S.  Treasury,  agency,  and
corporate  investment  grade bonds rated BBB- or better with maturities  between
one and five years. The index has a market value of over $1.6 trillion.

LEHMAN BROTHERS MUTUAL FUND INTERMEDIATE (5-10) GOVERNMENT/CORPORATE INDEX--is a
market weighted index that contains  individually priced U.S. Treasury,  agency,
and corporate  securities rated BBB- or better with maturities  between five and
ten years. The index has a market value of over $800 billion.

                                      B-20
<PAGE>


LEHMAN  BROTHERS  LONG (10+)  GOVERNMENT/CORPORATE  INDEX--is a market  weighted
index that contains  individually  priced U.S.  Treasury,  agency, and corporate
securities  rated BBB- or better with  maturities  greater  than ten years.  The
index has a market value of over $1.1 trillion.

LIPPER BALANCED FUND  AVERAGE--an  industry  benchmark of average balanced funds
with similar investment objectives and policies, as measured by Lipper Inc.

LIPPER  NON-GOVERNMENT  MONEY  MARKET FUND  AVERAGE--an  industry  benchmark  of
average non-government money market funds with similar investment objectives and
policies, as measured by Lipper Inc.

LIPPER  GOVERNMENT MONEY MARKET FUND AVERAGE--an  industry  benchmark of average
government money market funds with similar  investment  objectives and policies,
as measured by Lipper Inc.

LIPPER SMALL  COMPANY  GROWTH FUND  AVERAGE--the  average  performance  of small
company  growth funds as defined by Lipper Inc.  Lipper  defines a small company
growth  fund as a  trust  that  by  prospectus  or  fund  practice,  limits  its
investments  to companies on the basis of the size of the company.  From time to
time,  Vanguard may advertise using the average  performance  and/or the average
expense ratio of the small company  growth funds.  (This fund category was first
established  in 1982.  For years prior to 1982,  the results of the Lipper Small
Company  Growth  category  were  estimated  using the  returns of the funds that
constituted the Group at its inception.)

LIPPER GENERAL EQUITY FUND  AVERAGE--an  industry  benchmark of average  general
equity funds with similar  investment  objectives  and policies,  as measured by
Lipper Inc.

LIPPER FIXED INCOME FUND AVERAGE--an  industry benchmark of average fixed income
funds with similar  investment  objectives  and policies,  as measured by Lipper
Inc.

RUSSELL 3000  INDEX--consists  of approximately the 3,000 largest stocks of U.S.
domiciled companies commonly traded on the New York and American Stock Exchanges
or the NASDAQ  over-the-counter  market,  accounting  for over 90% of the market
value of publicly traded stocks in the U.S.

RUSSELL 2800  INDEX--consists  of the Russell 3000 Index (the 3,000 largest U.S.
stocks), minus the 200 largest stocks.

RUSSELL 2000(R) VALUE  INDEX--composed  of the 2,000 smallest  securities in the
Russell  3000 Index,  representing  approximately  7% of the Russell  3000 total
market capitalization.

RUSSELL MIDCAP(TM)  INDEX--composed of all medium and medium/small  companies in
the Russell 1000 Index.



                              FINANCIAL STATEMENTS

Each Fund's Financial  Statements for the year ended October 31, 1999, including
the financial  highlights for the periods through October 31, 1999, appearing in
each  Fund's  1999  Annual  Report to  Shareholders,  and the report  thereon by
PricewaterhouseCoopers LLP, independent accountants, also appearing therein, are
incorporated  by reference in this  Statement of Additional  Information.  For a
more  complete  discussion  of the  performance,  please see each Fund's  Annual
Report to Shareholders, which may be obtained without charge.


                                      B-21
<PAGE>



                                                                          SAI069


<PAGE>

                                     PART C

                             VANGUARD HORIZON FUNDS
                                OTHER INFORMATION

ITEM 23. EXHIBITS

(a)    Declaration of Trust**
(b)    By-Laws**
(c)    Reference is made to Articles III and V of the Registrant's Declaration
       of Trust
(d)    Investment Advisory Contracts**
(e)    Not applicable
(f)    Reference is made to the section entitled "Management of the Funds" in
       the Registrant's Statement of Additional Information
(g)    Custodian Agreements+
(h)    Amended and Restated Funds' Service Agreement**
(i)    Legal Opinion**
(j)    Consent of Independent Accountants*
(k)    Not Applicable
(l)    Not Applicable
(m)    Not Applicable
(n)    Not Applicable
(o)    Not Applicable
 -- --------
  * Filed herewith
 ** Filed previously
  + Filed herewith for the Global Asset  Allocation  and  Global  Equity  Funds;
    filed previously for the other Funds

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

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

ITEM 25. INDEMNIFICATION

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Marathon Asset Management Limited (Marathon) is an investment adviser registered
under the  Investment  Advisers Act of 1940, as amended (the Advisers  Act). The
list  required by this Item 26 of officers and  directors of Marathon,  together
with any information as to any business profession, vocation, or employment of a
substantial nature engaged in by such officers and directors during the past two
years,  is  incorporated  herein by reference from Schedules B and D of Form ADV
filed by Marathon pursuant to the Advisers Act (SEC File No. 801-36717).

                                      C-1
<PAGE>

     PRIMECAP  Management Company (PRIMECAP) is an investment adviser registered
under the  Advisers  Act.  The list  required  by this Item 26 of  officers  and
directors  of  PRIMECAP,  together  with  any  information  as to  any  business
profession,  vocation,  or employment of a substantial nature engaged in by such
officers and  directors  during the past two years,  is  incorporated  herein by
reference from  Schedules B and D of Form ADV filed by PRIMECAP  pursuant to the
Advisers Act (SEC File No. 801-19765).

     Strategic Asset Management  (Strategic) is an investment adviser registered
under the  Advisers  Act.  The list  required  by this Item 26 of  officers  and
directors  of  Strategic,  together  with  any  information  as to any  business
profession,  vocation,  or employment of a substantial nature engaged in by such
officers and  directors  during the past two years,  is  incorporated  herein by
reference from Schedules B and D of Form ADV filed by Strategic  pursuant to the
Advisers Act (SEC File No. 801-31849).

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

ITEM 27. PRINCIPAL UNDERWRITERS

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

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts, and other documents required to be maintained by Section 31
(a) of the Investment  Company Act and the rules promulgated  thereunder will be
maintained  at the  offices of  Registrant;  Registrant's  Transfer  Agent,  The
Vanguard Group,  Inc.,  Valley Forge,  Pennsylvania  19482; and the Registrant's
Custodians,   Brown   Brothers   Harriman  &  Co.,  40  Water  Street,   Boston,
Massachusetts  02109,  and State  Street Bank and Trust  Company,  225  Franklin
Street, Boston, Massachusetts 02110.

ITEM 29. MANAGEMENT SERVICES

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

ITEM 30. UNDERTAKINGS

Not Applicable

                                      C-2

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act of 1940,  the  Registrant  hereby  certifies  that it meets all the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this  Post-Effective
Amendment  to this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto  duly  authorized,  in the Town of Valley  Forge and the
Commonwealth of Pennsylvania, on the 3rd day of February, 2000.


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

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


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

By:/S/ JOHN J. BRENNAN        President, Chairman, Chief      February 3, 2000
   ---------------------------  Executive Officer, and Trustee
       (Heidi Stam)
      John J. Brennan*


By:/S/ JOANN HEFFERNAN HEISEN Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
     JoAnn Heffernan Heisen*


By:/S/ BRUCE K. MACLAURY      Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
      Bruce K. MacLaury*


By:/S/ BURTON G. MALKIEL      Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
       Burton G. Malkiel*


By:/S/ ALFRED M. RANKIN, JR.  Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
     Alfred M. Rankin, Jr.*


By:/S/ JOHN C. SAWHILL        Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
      John C. Sawhill*


By:/S/ JAMES O. WELCH, JR.    Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
     James O. Welch, Jr.*


By:/S/ J. LAWRENCE WILSON     Trustee                         February 3, 2000
   ---------------------------
       (Heidi Stam)
     J. Lawrence Wilson*


By:/S/ THOMAS J. HIGGINS      Treasurer and Principal         February 3, 2000
   ---------------------------  Financial Officer and
       (Heidi Stam)             Principal Accounting Officer
      Thomas J. Higgins*


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

<PAGE>

                               INDEX TO EXHIBITS

Custodian Agreement ..................................................  Ex-99.BG

Consent of Independent Accountants ...................................  Ex-99.BJ



<PAGE>


                                                                        EX-99.BG


                              CUSTODIAN AGREEMENT


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


                              W I T N E S S E T H:


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


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

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

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

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

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

<PAGE>

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

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

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

4.  INSTRUCTIONS.  Unless otherwise  explicitly  indicated herein, the Custodian
shall  perform its duties  pursuant to  Instructions.  As used herein,  the term
INSTRUCTION  shall mean a directive  initiated by the Fund,  acting  directly or
through its board of  directors,  officers or other  Authorized  Persons,  which
directive shall conform to the requirements of this Section 4.

          4.1 AUTHORIZED  PERSONS.  For purposes  hereof,  an AUTHORIZED  PERSON
     shall be a person  or  entity  authorized  to give  Instructions  for or on
     behalf of the Fund by written  notices to the  Custodian  or  otherwise  in
     accordance  with procedures  delivered to the Custodian.  The Custodian may
     treat any  Authorized  Person as having full authority of the Fund to issue
     Instructions hereunder unless the notice of authorization contains explicit
     limitations as to said  authority.  The Custodian shall be entitled to rely
     upon the  authority of  Authorized  Persons  until it receives  appropriate
     written notice from the Fund to the contrary.

<PAGE>

          4.2 FORM OF INSTRUCTION. Each Instruction shall be transmitted by such
     secured or  authenticated  electro-mechanical  means as the Custodian shall
     make available to the Fund from time to time unless the Fund shall elect to
     transmit such  Instruction  in accordance  with  Subsections  4.2.1 through
     4.2.3 of this Section.

               4.2.1 FUND DESIGNATED  SECURED-TRANSMISSION  METHOD. Instructions
          may be  transmitted  through  a secured  or tested  electro-mechanical
          means  identified by the Fund or by an Authorized  Person  entitled to
          give Instruction and  acknowledged  and accepted by the Custodian;  it
          being  understood  that  such   acknowledgment   shall  authorize  the
          Custodian  to receive and process such means of delivery but shall not
          represent  a judgment by the  Custodian  as to the  reasonableness  or
          security of the method determined by the Authorized Person.

               4.2.2 WRITTEN INSTRUCTIONS.  Instructions may be transmitted in a
          writing that bears the manual signature of Authorized Persons.

               4.2.3  OTHER  FORMS  OF  INSTRUCTION.  Instructions  may  also be
          transmitted  by another  means  determined  by the Fund or  Authorized
          Persons and acknowledged and accepted by the Custodian (subject to the
          same  limits as to  acknowledgements  as is  contained  in  Subsection
          4.2.1,  above) including  Instructions given orally or by SWIFT, telex
          or telefax (whether tested or untested).

When an  Instruction  is given  by means  established  under  Subsections  4.2.1
through 4.2.3, it shall be the responsibility of the Custodian to use reasonable
care to  adhere to any  security  or other  procedures  established  in  writing
between the  Custodian and the  Authorized  Person with respect to such means of
Instruction,  but  such  Authorized  Person  shall  be  solely  responsible  for
determining   that  the  particular   means  chosen  is  reasonable   under  the
circumstances. If the Custodian believes that the means chosen are unreasonable,
it shall  promptly  notify an  Authorized  Person.  Oral  Instructions  shall be
binding  upon the  Custodian  only if and  when an  Authorized  Person  provides
Instructions  that  conform  to the  requirements  of this  Section  4. Any Oral
Instructions shall promptly  thereafter be confirmed in writing by an Authorized
Person (which  confirmation  may bear the  facsimile  signature of such Person).
With respect to telefax  Instructions,  the parties agree and  acknowledge  that
receipt of legible  Instructions cannot be assured and that the Custodian cannot
verify  that  authorized  signatures  on telefax  Instructions  are  original or
properly  affixed.  If the Custodian  determines  that a telefax  Instruction is
illegible, the Custodian shall promptly contact an Authorized Person and request
a legible telefax Instruction. Provided the Custodian has exercised the standard
of care required herein with respect to receipt of Proper Instructions including
but not limited to any  applicable  security or  authorization  procedures,  the
Custodian  shall not be liable for losses or expenses  incurred  through actions
taken in reliance on inaccurately stated or unauthorized  telefax  Instructions.
The provisions of Section 4A of the Uniform Commercial Code shall apply to Funds
Transfers  performed in accordance with Instructions.  In the event that a Funds
Transfer Services Agreement is executed between the Fund or an Authorized Person
and the Custodian,  such an agreement  shall comprise a designation of form of a
means of delivering Instructions for purposes of this Section 4.2.

          4.3 COMPLETENESS AND CONTENTS OF INSTRUCTIONS.  The Authorized  Person
     shall  be   responsible   for   assuring   the  adequacy  and  accuracy  of
     Instructions.  Particularly,  upon any  acquisition or disposition or other
     dealing in the Fund's Investments and upon any delivery and transfer of any
     Investment or moneys, the person initiating such Instruction shall give the
     Custodian  an  Instruction  with  appropriate  detail,  including,  without
     limitation:

<PAGE>

               4.3.1  The  transaction   date  and  the  date  and  location  of
          settlement;

               4.3.2 The specification of the type of transaction;

               4.3.4 A  description  of the  Investments  or moneys in question,
          including, as appropriate,  quantity,  price per unit, amount of money
          to be  received  or  delivered  and  currency  information.  Where  an
          Instruction is communicated by electronic means, or otherwise where an
          Instruction  contains an identifying  number such as a CUSIP, SEDOL or
          ISIN number, the Custodian shall be entitled to rely on such number as
          controlling   notwithstanding  any  inconsistency  contained  in  such
          Instruction,  particularly with respect to Investment description.  If
          the Custodian is aware of such an inconsistency in an Instruction,  it
          shall  give  prompt  notice  of such  inconsistency  to an  Authorized
          Person.

               4.3.5 The name of the broker or  similar  entity  concerned  with
          execution of the transaction.

If the Custodian shall  reasonably  determine that an  Instruction,  including a
telefax Instruction,  is either unclear or incomplete,  the Custodian shall give
prompt notice of such  determination  to the Fund, and the Fund shall  thereupon
amend or otherwise reform such  Instruction.  In such event, the Custodian shall
have no obligation to take any action in response to the  Instruction  initially
delivered until the redelivery of an amended or reformed Instruction.

          4.4 TIMELINESS OF  INSTRUCTIONS.  In giving an  Instruction,  the Fund
     shall take into consideration delays which may occur due to the involvement
     of a Subcustodian  or agent,  differences in time zones,  and other factors
     particular  to a given market,  exchange or issuer.  When the Custodian has
     established  specific  timing  requirements  or  deadlines  with respect to
     particular  classes of Instruction  and the Custodian has notified the Fund
     of such  timing  requirements  and  deadlines,  or when an  Instruction  is
     received by the  Custodian at such a time that it could not  reasonably  be
     expected to have acted on such  Instruction due to time zone differences or
     other  factors  beyond  its  reasonable  control,   the  execution  of  any
     Instruction  received by the Custodian  after such deadline or at such time
     (including any modification or revocation of a previous  Instruction) shall
     be at the risk of the Fund.

     5.  SAFEKEEPING  OF FUND  ASSETS.  The  Custodian  shall  hold  Investments
delivered to it or Subcustodians  for the Fund in accordance with the provisions
of this Section.  The Custodian  will identify the  Investments  on its books as
belonging to each individual  Series. The Custodian shall not be responsible for
(a) the  safekeeping of  Investments  not delivered or that are not caused to be
issued to it or its  Subcustodians;  or, (b)  pre-existing  faults or defects in
Investments  that are  delivered to the  Custodian,  or its  Subcustodians.  The
Custodian or Subcustodian shall give prompt

<PAGE>

notice to the Fund of any  pre-existing  faults or defects  that it is aware of.
The Custodian is hereby authorized to hold with itself or a Subcustodian, and to
record in one or more accounts, all Investments delivered to and accepted by the
Custodian,   any  Subcustodian  or  their  respective   agents  pursuant  to  an
Instruction or in consequence  of any corporate  action.  Each such account is a
"Securities  Account" (as such term is defined in the Uniform Commercial Code as
in effect from time to time in the State of New York (the "UCC")). The Custodian
shall  hold  Investments  for  the  account  of the  Fund  and  shall  segregate
Investments  from  assets  belonging  to  the  Custodian  and  shall  cause  its
Subcustodians to segregate Investments from assets belonging to the Subcustodian
in an account held for the Fund or in an account  maintained by the Subcustodian
generally for non-proprietary assets of the Custodian.

     The parties  acknowledge  that the  Custodian  and  Subcustodians  each are
acting under this Agreement as a "Securities Intermediary" (as such term is used
and defined in the UCC). For the purposes of this Agreement,  the parties hereto
acknowledge  and agree  that (i) any  Investment  held by the  Custodian  or any
Subcustodian  shall  constitute  a  "Financial  Asset" (as such term is used and
defined  in the  UCC),  (ii)  the  Fund  may  at  any  time  issue  one or  more
"Entitlement  Orders" (as such term is used and defined in the UCC) with respect
to the Fund's Investments,  (iii) upon the Custodian's or Subcustodian's receipt
of an Investment for the benefit of the Fund, the Custodian or Subcustodian,  as
the case may be,  shall credit to the Fund a  "Securitiy  Entitlement"  (as such
term is used and  defined  in the UCC),  and (iv) the Fund shall have a Security
Entitlement   with  respect  to  all  Investments   held  by  the  Custodian  or
Subcustodian.

          5.1 USE OF  SECURITIES  DEPOSITORIES.  The  Custodian  may deposit and
     maintain  Investments  in any  Securities  Depository,  either  directly or
     through one or more Subcustodians

<PAGE>

     appointed by the  Custodian.  Investments  held in a Securities  Depository
     shall be held (a) subject to the agreement,  rules,  statement of terms and
     conditions or other document or conditions effective between the Securities
     Depository and the Custodian or the  Subcustodian,  as the case may be, and
     (b) in an  account  for  the  Fund  or in bulk  segregation  in an  account
     maintained  for the  non-proprietary  assets  of the  entity  holding  such
     Investments  in  the  Depository.  If  market  practice  or the  rules  and
     regulations  of  the  Securities  Depository  prevent  the  Custodian,  the
     Subcustodian  or (any agent of either)  from  holding its client  assets in
     such a separate  account,  the Custodian,  the  Subcustodian or other agent
     shall as appropriate  segregate such Investments for benefit of the Fund or
     for benefit of clients of the Custodian generally on its own books.

          5.2  CERTIFICATED  ASSETS.  Investments  which are certificated may be
     held in registered or bearer form: (a) in the Custodian's vault; (b) in the
     vault of a Subcustodian or agent of the Custodian or a Subcustodian; or (c)
     in an  account  maintained  by the  Custodian,  Subcustodian  or agent at a
     Securities Depository;  all in accordance with customary market practice in
     the jurisdiction in which any Investments are held.

          5.3  REGISTERED  ASSETS.  Investments  which  are  registered  may  be
     registered in the name of the Custodian, a Subcustodian,  or in the name of
     the  Fund or a  nominee  for any of the  foregoing,  and may be held in any
     manner set forth in paragraph 5.2 above with or without any  identification
     of fiduciary capacity in such registration.

          5.4 BOOK ENTRY ASSETS. Investments which are represented by book-entry
     may be so held in an account  maintained by the Book-Entry  Agent on behalf
     of the Custodian,  a Subcustodian  or another agent of the Custodian,  or a
     Securities Depository.

          5.5  REPLACEMENT  OF  LOST  INVESTMENTS.  In the  event  of a loss  of
     Investments for which the Custodian is responsible  under the terms of this
     Agreement, the Custodian shall promptly replace such Investment,  or in the
     event that such replacement cannot be effected,  the Custodian shall pay to
     the  Fund  the  fair  market  value  of such  Investment  based on the last
     available  price as of the close of business in the relevant  market on the
     date that a claim was first  made to the  Custodian  with  respect  to such
     loss.

     6. ADMINISTRATIVE DUTIES OF THE CUSTODIAN.  The Custodian shall perform the
following administrative duties with respect to Investments of the Fund.

          6.1  PURCHASE OF  INVESTMENTS.  Pursuant to  Instruction,  Investments
     purchased  for the  account  of the  Fund  shall  be paid  for (a)  against
     delivery  thereof to the Custodian or a  Subcustodian,  as the case may be,
     either  directly  or  through  a  Clearing   Corporation  or  a  Securities
     Depository (in accordance with the rules of such  Securities  Depository or
     such  Clearing  Corporation),  or  (b)  otherwise  in  accordance  with  an
     Instruction,  Applicable Law,  generally  accepted trade practices,  or the
     terms of the instrument representing such Investment.

          6.2 SALE OF INVESTMENTS. Pursuant to Instruction, Investments sold for
     the account of the Fund shall be delivered (a) against payment  therefor in
     cash, by check or by bank wire

<PAGE>

     transfer,  (b) by credit to the account of the Custodian or the  applicable
     Subcustodian,  as the  case  may  be,  with  a  Clearing  Corporation  or a
     Securities  Depository  (in  accordance  with the rules of such  Securities
     Depository  or such Clearing  Corporation),  or (c) otherwise in accordance
     with an Instruction, Applicable Law, generally accepted trade practices, or
     the terms of the instrument representing such Investment.

          6.3  DELIVERY  IN  CONNECTION  WITH  BORROWINGS  OF THE  FUND OR OTHER
     COLLATERAL AND MARGIN REQUIREMENTS.  Pursuant to Instruction, the Custodian
     may deliver  Investments or cash of the Fund in connection  with borrowings
     and other collateral and margin requirements.

          6.4 FUTURES AND OPTIONS. If, pursuant to an Instruction, the Custodian
     shall become a party to an agreement with the Fund and a futures commission
     merchant  regarding margin (TRI-PARTY  AGREEMENT),  the Custodian shall (a)
     receive and retain,  to the extent the same are provided to the  Custodian,
     confirmations  or other  documents  evidencing  the purchase or sale by the
     Fund of exchange-traded  futures contracts and commodity options,  (b) when
     required by such  Tri-Party  Agreement,  deposit and maintain in an account
     opened  pursuant to such  Agreement  (MARGIN  ACCOUNT),  segregated  either
     physically or by book-entry in a Securities  Depository  for the benefit of
     any futures  commission  merchant,  such Investments as the Fund shall have
     designated as initial,  maintenance or variation "margin" deposits or other
     collateral  intended to secure the Fund's  performance  of its  obligations
     under the terms of any  exchange-traded  futures  contracts  and  commodity
     options;  and (c) thereafter pay,  release or transfer  Investments into or
     out of the Margin  Account in  accordance  with the  provisions of the such
     Agreement.   Alternatively,  the  Custodian  may  deliver  Investments,  in
     accordance  with an  Instruction,  to a  futures  commission  merchant  for
     purposes  of  margin  requirements  in  accordance  with  Rule  17f-6.  The
     Custodian shall in no event be responsible for but shall give prompt notice
     to the Fund in the event it becomes  aware of the acts and omissions of any
     futures  commission  merchant to whom Investments are delivered pursuant to
     this  Section;  for the  sufficiency  of  Investments  held  in any  Margin
     Account;  or,  for the  performance  of any  terms  of any  exchange-traded
     futures contracts and commodity options.

          6.5  CONTRACTUAL  OBLIGATIONS  AND SIMILAR  INVESTMENTS.  From time to
     time, the Fund's Investments may include Investments that are not ownership
     interests as may be  represented  by  certificate  (whether  registered  or
     bearer),  by entry  in a  Securities  Depository  or by book  entry  agent,
     registrar  or  similar  agent  for  recording  ownership  interests  in the
     relevant   Investment.   If  the  Fund  shall  at  any  time  acquire  such
     Investments,   including  without  limitation  deposit  obligations,   loan
     participations,  repurchase  agreements  and derivative  arrangements,  the
     Custodian shall (a) receive and retain, to the extent the same are provided
     to  the  Custodian,   confirmations  or  other  documents   evidencing  the
     arrangement;  and (b) perform on the Fund's account in accordance  with the
     terms of the applicable arrangement,  but only to the extent directed to do
     so  by  Instruction.   The  Custodian  shall  have  no  responsibility  for
     agreements  running to the Fund as to which it is not a party other than to
     retain, to the extent the same are provided to the Custodian,  documents or
     copies of documents  evidencing  the  arrangement  and, in accordance  with
     Instruction, to include such arrangements in reports made to the Fund.

          6.6 EXCHANGE OF SECURITIES.  Unless otherwise directed by Instruction,
     the Custodian  shall:  (a) exchange  securities held for the account of the
     Fund  for  other   securities  in  connection   with  any   reorganization,
     recapitalization,  conversion,  split-up,  change of par value of shares or
     similar event,  and (b) deposit any such  securities in accordance with the
     terms of any reorganization or protective plan.

<PAGE>

          6.7 SURRENDER OF SECURITIES. Unless otherwise directed by Instruction,
     the  Custodian  may  surrender  securities:   (a)  in  temporary  form  for
     definitive  securities;  (b)  for  transfer  into  the  name  of an  entity
     allowable under Section 5.3; and (c) for a different number of certificates
     or instruments representing the same number of shares or the same principal
     amount of indebtedness.

          6.8 RIGHTS,  WARRANTS,  ETC.  Pursuant to  Instruction,  the Custodian
     shall (a) deliver warrants,  puts, calls,  rights or similar  securities to
     the issuer or trustee  thereof,  or to any agent of such issuer or trustee,
     for purposes of exercising such rights or selling such securities,  and (b)
     deposit securities in response to any invitation for the tender thereof.

          6.9  MANDATORY   CORPORATE  ACTIONS.   Unless  otherwise  directed  by
     Instruction,  the  Custodian  shall:  (a)  comply  with  the  terms  of all
     mandatory or compulsory exchanges,  calls, tenders,  redemptions or similar
     rights of  securities  ownership  affecting  securities  held on the Fund's
     account and promptly  notify the Fund of such  action,  and (b) collect all
     stock dividends, rights and other items of like nature with respect to such
     securities.

          6.10 INCOME COLLECTION.  Unless otherwise directed by Instruction, the
     Custodian shall collect any amount due and payable to the Fund with respect
     to Investments and promptly  credit the amount  collected to a Principal or
     Agency  Account;  provided,  however,  that  the  Custodian  shall  not  be
     responsible for: (a) the collection of amounts due and payable with respect
     to Investments that are in default,  or (b) the collection of cash or share
     entitlements  with respect to  Investments  that are not  registered in the
     name of the  Custodian  or its  Sub-custodians.  The  Custodian  is  hereby
     authorized to endorse and deliver any instrument required to be so endorsed
     and  delivered  to effect  collection  of any amount due and payable to the
     Fund with respect to Investments.

          6.11 OWNERSHIP CERTIFICATES AND DISCLOSURE OF THE FUND'S INTEREST. The
     Custodian is hereby  authorized to execute on behalf of the Fund  ownership
     certificates,  affidavits or other disclosure required under Applicable Law
     or established  market  practice in connection  with the receipt of income,
     capital gains or other payments by the Fund with respect to Investments, or
     in connection with the sale, purchase or ownership of Investments.

          6.12 PROXY  MATERIALS.  The Custodian  shall  deliver,  or cause to be
     delivered promptly,  to the Fund proxy forms,  notices of meeting,  and any
     other  notices  or  announcements   materially  affecting  or  relating  to
     Investments received by the Custodian or any nominee.

          6.13 TAX RECLAIM SERVICE.  The Custodian will apply for a reduction of
     withholding  tax and any refund of any tax paid or tax credits  which apply
     in each applicable  market in respect of income payments on Investments for
     the benefit of the Fund which the  Custodian  believes  may be available to
     such  Fund.   Where  such  reports  are  available,   the  Custodian  shall
     periodically report to the Fund concerning the making of applications for a
     reduction  of  withholding  tax and  refund of any tax paid or tax  credits
     which  apply in each  applicable  market in respect of income  payments  on
     Investments for the benefit of the Fund.

          The provision of tax reclaim  services by the Custodian is conditional
     upon  the  Custodian  receiving  from  the Fund  or,  where  required,  the
     beneficial owner of Investments (a) a declaration of its identity and place
     of residence and (b) certain other documentation (pro forma copies of which
     are available from the Custodian). The Custodian shall use reasonable means
     to

<PAGE>

     advise the Fund of the  declarations,  documentation  and information which
     the Fund is to  provide  to the  Custodian  in order for the  Custodian  to
     provide the tax reclaim services  described herein.  The Fund shall provide
     to the Custodian such  documentation  and  information as it may require in
     connection with taxation,  and warrants that, when given,  this information
     shall be true and correct in every respect,  not misleading in any way, and
     contain  all  material  information.  The Fund  undertakes  to  notify  the
     Custodian   immediately  if  any  such  information  requires  updating  or
     amendment.  The  Custodian  shall  perform tax reclaim  services  only with
     respect to taxation by the revenue authorities of the countries notified to
     the Fund.

          The Fund  confirms that the Custodian is authorized to deduct from any
     cash received or credited to an account any taxes or levies required by any
     revenue or  governmental  authority for whatever  reasons in respect of the
     accounts.  The  Custodian  and the Fund  shall  promptly  notify  the other
     regarding  any change in the Fund's tax status with respect to  withholding
     taxes of which it becomes aware. It is acknowledged that the Custodian does
     not offer tax advice and that the Fund should  consult with its tax adviser
     as to tax matters.

          6.14 OTHER DEALINGS.  The Custodian shall otherwise act as directed by
     Instruction,  including without  limitation  effecting the free payments of
     moneys or the free delivery of securities,  provided that such  Instruction
     shall  indicate  the  purpose  of such  payment  or  delivery  and that the
     Custodian shall record the party to whom such payment or delivery is made.

          The  Custodian  shall  attend  to  all  nondiscretionary   details  in
     connection   with  the  sale  or  purchase  or  other   administration   of
     Investments, except as otherwise directed by an Instruction.

     In fulfilling the duties set forth in Sections 6.6 through 6.10 above,  the
Custodian shall provide promptly to the Fund all material information pertaining
to a corporate action which the Custodian actually receives. The Custodian shall
not be responsible for the  completeness or accuracy of such information as long
as the Custodian  has shown due diligence in attempting to receive  complete and
accurate  information.  Any  advance  credit  of cash or shares  expected  to be
received  as a result  of any  corporate  action  shall  be  subject  to  actual
collection and may, when the Custodian deems collection unlikely, be reversed by
the  Custodian.  The Custodian  shall notify the Fund at least 48 hours prior to
any such reversal.

     The Custodian may at any time or times in its  discretion  appoint (and may
at any time remove) agents (other than  Subcustodians)  to carry out some or all
of the administrative provisions of this Agreement (AGENTS),  provided, however,
that the appointment of such agent shall not relieve the

<PAGE>

Custodian of its administrative obligations under this Agreement.

7.  CASH  ACCOUNTS,  DEPOSITS  AND  MONEY  MOVEMENTS.  Subject  to the terms and
conditions set forth in this Section 7, the Fund hereby authorizes the Custodian
to open and maintain, with itself or with Subcustodians, cash accounts in United
States Dollars,  in such other currencies as are the currencies of the countries
in which the Fund maintains  Investments or in such other currencies as the Fund
shall from time to time request by Instruction.

          7.1 TYPES OF CASH ACCOUNTS.  Cash accounts  opened on the books of the
     Custodian  (PRINCIPAL  ACCOUNTS)  shall be  opened in the name of the Fund.
     Such accounts  collectively  shall be a deposit obligation of the Custodian
     and  shall be  subject  to the  terms  of this  Section  7 and the  general
     liability  provisions  contained in Section 9. Cash accounts  opened on the
     books  of a  Subcustodian  may be  opened  in the  name of the  Fund or the
     Custodian  or in the  name of the  Custodian  for its  customers  generally
     (AGENCY  ACCOUNTS).  Such deposits shall be obligations of the Subcustodian
     and  shall be  treated  as an  Investment  of the  Fund.  Accordingly,  the
     Custodian  shall  be  responsible  for  exercising  reasonable  care in the
     administration of such accounts but shall not be liable for their repayment
     in the event such Subcustodian, by reason of its bankruptcy,  insolvency or
     sovereign  risk/force  majeure,  fails to make  repayment  unless  (a) such
     Subcustodian  is a parent,  subsidiary  or  otherwise  affiliated  with the
     Custodian  or  (b)  the  Custodian's  negligence,   bad  faith  or  willful
     misconduct  was the direct  cause of the  Subcustodian  failing to make the
     repayment or (c) a  transaction  or other matter  between the Custodian and
     Subcustodian  unrelated  to the  Funds  was the  cause of the  Subcustodian
     failing to make  repayment.  Under (a), (b) or (c) the  Custodian  shall be
     liable for the repayment.

          7.2  PAYMENTS  AND  CREDITS  WITH  RESPECT TO THE CASH  ACCOUNTS.  The
     Custodian  shall make  payments from or deposits to any of said accounts in
     the course of carrying out its  administrative  duties,  including  but not
     limited to income  collection with respect to the Fund's  Investments,  and
     otherwise  in  accordance   with   Instructions.   The  Custodian  and  its
     Subcustodians shall be required to credit amounts to the cash accounts only
     when moneys are  actually  received  in cleared  funds in  accordance  with
     banking practice in the country and currency of deposit. Any credit made to
     any  Principal or Agency  Account  before  actual  receipt of cleared funds
     shall be provisional and may be reversed by the Custodian in the event such
     payment is not actually  collected.  The  Custodian  shall provide the Fund
     with at least 48 hours notice prior to any such reversal.  Unless otherwise
     specifically  agreed in writing by the Custodian or any  Subcustodian,  all
     deposits  shall  be  payable  only  at  the  branch  of  the  Custodian  or
     Subcustodian where the deposit is made or carried.

          7.3  CURRENCY  AND RELATED  RISKS.  The Fund bears risks of holding or
     transacting in any currency. The Custodian shall not be liable for any loss
     or damage  arising from the  applicability  of any law or regulation now or
     hereafter in effect,  or from the occurrence of any event,  which may delay
     or  affect  the  transferability,  convertibility  or  availability  of any
     currency in the country (a) in which such Principal or Agency  Accounts are
     maintained or (b) in which such  currency is issued,  and in no event shall
     the  Custodian be obligated to make payment of a deposit  denominated  in a
     currency during the period during which its transferability, convertibility
     or

<PAGE>

     availability  has been affected by any such law,  regulation or event.  The
     Custodian  shall  notify the Fund in the event it is aware that the Fund is
     entering into a transaction that is, to its knowledge,  illegal under local
     law.  Without  limiting  the  generality  of  the  foregoing,  neither  the
     Custodian nor any Subcustodian  shall be required to repay any deposit made
     at a foreign branch of either the Custodian or  Subcustodian if such branch
     cannot repay the deposit due to a cause for which the  Custodian  would not
     be responsible in accordance  with the terms of Section 9 of this Agreement
     unless the Custodian or such  Subcustodian  expressly  agrees in writing to
     repay the deposit under such  circumstances.  All currency  transactions in
     any  account  opened  pursuant  to this  Agreement  are subject to exchange
     control  regulations  of the United  States and of the  country  where such
     currency is the lawful  currency or where the  account is  maintained.  Any
     taxes,  costs,  charges or fees imposed on the convertibility of a currency
     held by the Fund shall be for the  account of the Fund  unless  such taxes,
     costs,  charges  or  fees  were  due  to  an  error  by  the  Custodian  or
     Subcustodian.

          7.4 FOREIGN EXCHANGE TRANSACTIONS. The Custodian shall, subject to the
     terms of this Section,  settle  foreign  exchange  transactions  (including
     contracts,  futures,  options and options on futures) on behalf and for the
     account of the Fund with such  currency  brokers  or banking  institutions,
     including  Subcustodians,  as the Fund may direct pursuant to Instructions.
     The Custodian may act as principal in any foreign exchange transaction with
     the  Fund  in  accordance  with  Section  7.4.2  of  this  Agreement.   The
     obligations   of  the   Custodian  in  respect  of  all  foreign   exchange
     transactions  (whether or not the Custodian  shall act as principal in such
     transaction) shall be contingent on the free, unencumbered  transferability
     of  the  currency   transacted  on  the  actual   settlement  date  of  the
     transaction.

               7.4.1 THIRD PARTY FOREIGN  EXCHANGE  TRANSACTIONS.  The Custodian
          shall  process  foreign  exchange   transactions   (including  without
          limitation contracts, futures, options, and options on futures), where
          any third party acts as principal counterparty to the Fund on the same
          basis it  performs  duties as agent for the Fund with  respect  to any
          other of the Fund's Investments.  Accordingly the Custodian shall only
          be responsible  for delivering or receiving  currency on behalf of the
          Fund in  respect  of such  contracts  pursuant  to  Instructions.  The
          Custodian shall not be responsible for the failure of any counterparty
          (including any Subcustodian) in such agency transaction to perform its
          obligations  thereunder  unless  (a) such  counterparty  is a  parent,
          subsidiary  or  otherwise  affiliated  with the  Custodian  or (b) the
          Custodian's negligence, bad faith or willful misconduct was the direct
          cause of the counterparty  failing to perform its obligations or (c) a
          transaction or other matter between the Custodian and the counterparty
          unrelated to the Funds was the cause of the counterparty's  failure to
          perform.  Under (a), (b), or (c), the Custodian  shall be liable.  The
          Custodian  (a) shall  transmit cash and  Instructions  to and from the
          currency broker or banking  institution  with which a foreign exchange
          contract or option has been  executed  pursuant  hereto,  (b) may make
          free  outgoing  payments  of cash in the form of  Dollars  or  foreign
          currency without receiving confirmation of a foreign exchange contract
          or option or confirmation  that the countervalue  currency  completing
          the foreign  exchange  contract has been delivered or received or that
          the  option has been  delivered  or  received,  and (c) shall hold all
          confirmations,   certificates   and  other  documents  and  agreements
          received by the Custodian  and  evidencing or relating to such foreign
          exchange   transactions   in   safekeeping.   The  Fund  accepts  full
          responsibility for its use of third-party foreign exchange dealers and
          for  execution  of said  foreign  exchange  contracts  and options and
          understands  that the Fund shall be responsible  for any and all costs
          and  interest  charges  which  may  be  incurred  by the  Fund  or the
          Custodian  as a result of the  failure  or delay of third  parties  to
          deliver  foreign  exchange.   The  Custodian  or  Subcustodian   shall
          respectively  be responsible for any failure or delay of third parties
          to deliver foreign exchange when either of those parties  respectively
          is a parent, subsidiary or otherwise affiliated with such third party.

<PAGE>

               7.4.2  FOREIGN  EXCHANGE  WITH THE  CUSTODIAN AS  PRINCIPAL.  The
          Custodian may undertake foreign exchange transactions with the Fund as
          principal as the  Custodian  and the Fund may agree from time to time.
          In such event, the foreign  exchange  transaction will be performed in
          accordance  with the  particular  agreement of the parties,  or in the
          event  a  principal  foreign  exchange  transaction  is  initiated  by
          Instruction  in the absence of specific  agreement,  such  transaction
          will be performed in accordance with the usual commercial terms of the
          Custodian.

          7.5 DELAYS.  If no event of Force  Majeure  shall have occurred and be
     continuing  and in the event  that a delay  shall  have been  caused by the
     negligence,  bad faith or willful  misconduct  of the Custodian in carrying
     out an  Instruction  to credit or transfer  cash,  the  Custodian  shall be
     liable to the Fund: (a) with respect to Principal Accounts, for interest to
     be calculated at the rate  customarily paid on such deposit and currency by
     the  Custodian on  overnight  deposits at the time the delay occurs for the
     period from the day when the transfer  should have been effected  until the
     day it is in fact effected;  and, (b) with respect to Agency Accounts,  for
     interest to be calculated at the rate  customarily paid on such deposit and
     currency by the  Subcustodian  on overnight  deposits at the time the delay
     occurs  for the  period  from the day when the  transfer  should  have been
     effected until the day it is in fact effected.  The Custodian  shall not be
     liable for delays in carrying out such  Instructions to transfer cash which
     are not  due to the  Custodian's  own  negligence,  bad  faith  or  willful
     misconduct.  The Custodian shall make reasonable attempts where possible to
     mitigate any such delays.

          7.6  ADVANCES.  If, for any reason in the  conduct of its  safekeeping
     duties  pursuant  to Section 5 hereof or its  administration  of the Fund's
     assets  pursuant to Section 6 hereof,  the  Custodian  or any  Subcustodian
     advances  monies to  facilitate  settlement or otherwise for benefit of the
     Fund  (whether or not any  Principal or Agency  Account  shall be overdrawn
     either during, or at the end of, any Business Day), Fund hereby does:

               7.6.1 grant to the  Custodian a continuing  security  interest in
          certain Investments (as mutually agreed from time to time) as security
          for such Advance such security  interest to be effective  only as long
          as such Advance remain outstanding; and,

               7.6.2 agree that the Custodian  may secure the resulting  Advance
          by perfecting a security interest in such Investments under Applicable
          Law.

     The Custodian  shall promptly  notify the Fund of any such Advances and the
     time at which such Advances must be repaid. Such Advances shall be deemed a
     loan payable on demand, bearing interest at the rate customarily charged by
     the Custodian on similar loans.

          Neither the  Custodian  nor any  Subcustodian  shall be  obligated  to
     advance monies to the Fund, and in the event that such Advance occurs,  any
     transaction  giving rise to an Advance shall be for the account and risk of
     the Fund and  shall not be deemed  to be a  transaction  undertaken  by the
     Custodian  for its own account and risk.  If such  Advance  shall have been
     made by a  Subcustodian  or any other person,  the Custodian may assign any
     rights  granted to the Custodian  hereunder to such  Subcustodian  or other
     person.  If the Fund shall fail to repay when due the principal  balance of
     an Advance and accrued and unpaid  interest  thereon,  the Custodian or its
     assignee,  as the case may be,  shall be entitled to utilize the  available
     cash balance in the  applicable  Series Agency or Principal  Account and to
     dispose of any agreed upon  Investments to the extent  necessary to recover
     payment of all principal of, and interest on, such

<PAGE>

     Advance in full.  The Custodian may assign any rights it has hereunder to a
     Subcustodian  or third party.  Any security  interest in Investments  taken
     hereunder  shall be treated as  Financial  Assets  credited  to  Securities
     Accounts  under  Articles 8 and 9 of the UCC.  Accordingly,  the  Custodian
     shall  have  the  rights  and  benefits  of a  secured  creditor  that is a
     Securities Intermediary under such Articles 8 and 9.

          7.7 INTEGRATED  ACCOUNT.  For purposes hereof,  deposits maintained in
     all  Principal  Accounts  for each  Series  of each  Fund  (whether  or not
     denominated  in  Dollars)  shall  collectively   constitute  a  single  and
     indivisible current account with respect to that series' obligations to the
     Custodian,  or its assignee,  and balances in such Principal Accounts shall
     be  available  for  satisfaction  of that  series'  obligations  under this
     Section 7. The Custodian  shall further have a right of offset  against the
     balances in any Agency Account maintained  hereunder to the extent that the
     aggregate of all Principal Accounts is overdrawn.

8.  SUBCUSTODIANS  AND  SECURITIES  DEPOSITORIES.   Subject  to  the  provisions
hereinafter  set  forth  in this  Section  8,  the Fund  hereby  authorizes  the
Custodian to utilize Securities Depositories to act on behalf of the Fund and to
appoint  from  time  to time  and to  utilize  Subcustodians.  With  respect  to
securities  and funds held by a  Subcustodian,  either  directly  or  indirectly
(including by a Securities Depository or Clearing Corporation),  notwithstanding
any  provisions  of this  Agreement  to the  contrary,  payment  for  securities
purchased  and  delivery  of  securities  sold may be made  prior to  receipt of
securities or payment,  respectively,  and securities or payment may be received
in a form,  in  accordance  with  (a)  governmental  regulations,  (b)  rules of
Securities  Depositories  and clearing  agencies,  (c) generally  accepted trade
practice in the applicable local market,  (d) the terms and  characteristics  of
the particular Investment, or (e) the terms of Instructions.

          8.1 DOMESTIC SUBCUSTODIANS AND SECURITIES DEPOSITORIES.  The Custodian
     may deposit and/or maintain,  either directly or through one or more agents
     appointed  by the  Custodian,  Investments  of the  Fund in any  Securities
     Depository in the United States,  including The  Depository  Trust Company,
     provided  such  Depository  meets  applicable  requirements  of the Federal
     Reserve Bank or of the  Securities and Exchange  Commission.  The Custodian
     may,  at any time and from time to time,  appoint  any bank as  defined  in
     Section  2(a)(5) of the 1940 Act  meeting the  requirements  of a custodian
     under  Section  17(f)  of the  1940  Act  and  the  rules  and  regulations
     thereunder,  to act on behalf of the Fund as a Subcustodian for purposes of
     holding Investments of the Fund in the United States.

          8.2 FOREIGN SUBCUSTODIANS AND SECURITIES  DEPOSITORIES.  The Custodian
     may

<PAGE>

     deposit and/or  maintain  non-U.S.  Investments of the Fund in any non-U.S.
     Securities   Depository  provided  such  Securities  Depository  meets  the
     requirements  of  an  "eligible   foreign   custodian"   under  Rule  17f-5
     promulgated  under the 1940 Act, or any successor rule or regulation ("Rule
     17f-5") or which by order of the  Securities  and  Exchange  Commission  is
     exempted therefrom.  Additionally,  the Custodian may, at any time and from
     time to time,  appoint (a) any bank,  trust company or other entity meeting
     the requirements of an ELIGIBLE FOREIGN CUSTODIAN under Rule 17f-5 or which
     by order of the Securities and Exchange  Commission is exempted  therefrom,
     or (b) any bank as defined in Section  2(a)(5) of the 1940 Act  meeting the
     requirements  of a custodian  under  Section  17(f) of the 1940 Act and the
     rules  and  regulations  thereunder,  to act on  behalf  of the  Fund  as a
     Subcustodian  for purposes of holding  Investments  of the Fund outside the
     United States.  Such appointment of foreign  Subcustodians shall be subject
     to approval of the Fund in accordance with Subsections 8.2.1 and 8.2.2.

               8.2.1 BOARD APPROVAL OF FOREIGN SUBCUSTODIANS.  Unless and except
          to  the  extent  that  review  of  certain   matters   concerning  the
          appointment  of  Subcustodians   shall  have  been  delegated  to  the
          Custodian  pursuant to Subsection 8.2.2, the Custodian shall, prior to
          the   appointment  of  any   Subcustodian   for  purposes  of  holding
          Investments  of the Fund  outside the United  States,  obtain  written
          confirmation  of the approval of the Board of Trustees or Directors of
          the Fund with respect to (a) the identity of a  Subcustodian,  (b) the
          country or countries in which,  and the  Securities  Depositories,  if
          any,  through which,  any proposed  Subcustodian is authorized to hold
          Investments  of the Fund,  and (c) the  Subcustodian  agreement  which
          shall  govern  such  appointment.  Each  such duly  approved  country,
          Subcustodian  and Securities  Depository shall be listed on Appendix A
          attached hereto as the same may from time to time be amended.

               8.2.2 DELEGATION OF BOARD REVIEW OF  SUBCUSTODIANS.  From time to
          time, the Custodian may offer to perform, and the Fund may accept that
          the  Custodian  perform,  certain  reviews  of  Subcustodians  and  of
          Subcustodian Contracts as delegate of the Fund's Board. In such event,
          the Custodian's  duties and obligations with respect to this delegated
          review will be performed in accordance  with the terms of Exhibit 2 of
          this Agreement [the separate Delegation Agreement between the Fund and
          the Custodian].

          8.3 RESPONSIBILITY FOR SUBCUSTODIANS. The Custodian shall be liable to
     the Fund for any loss or damage to the Fund caused by or resulting from the
     acts or  omissions  of any  Subcustodian  to the  extent  that such acts or
     omissions  would be  deemed to be  negligence,  gross  negligence,  willful
     misconduct  or bad  faith  in  accordance  with the  terms of the  relevant
     subcustodian   agreement  under  the  laws,   circumstances  and  practices
     prevailing  in the  place  where  the  act  or  omission  occurred.  In the
     countries  indicated in Appendix B to this Agreement,  the liability of the
     Custodian  shall be subject to the additional  condition that the Custodian
     actually recovers such loss or damage from the Subcustodian.

          8.4 NEW  COUNTRIES.  The Fund shall be  responsible  for informing the
     Custodian  sufficiently in advance of a proposed  investment which is to be
     held in a country in which no  Subcustodian  is  authorized to act in order
     that the Custodian shall, if it deems appropriate to do so, have sufficient
     time to establish a subcustodial arrangement in accordance herewith. In the
     event,  however,  the  Custodian is unable to establish  such  arrangements
     prior to the time such  Investment  is to be  acquired,  the  Custodian  is
     authorized to designate at its discretion a local  safekeeping  agent,  and
     the use of such local  safekeeping  agent  shall be at the sole risk of the
     Fund, and  accordingly  the Custodian  shall be responsible to the Fund for
     the  actions of such agent if and only to the  extent the  Custodian  shall
     have recovered from such agent for any

<PAGE>

     damages  caused the Fund by such  agent.  Notwithstanding  the  above,  the
     Custodian  shall be liable to the extent  that (a) such  local  safekeeping
     agent is a parent, subsidiary or otherwise affiliated with the Custodian or
     (b) the  Custodian's  negligence,  bad faith or willful  misconduct  is the
     direct cause of the local  safekeeping  agent failing to make the repayment
     or (c) a  transaction  or other matter  between the Custodian and the local
     safekeeping  agent  unrelated  to the  Funds  was the  cause of the loss or
     damage. Under (a), (b) or (c) the Custodian shall be liable.

9.  RESPONSIBILITY  OF THE CUSTODIAN.  In performing its duties and  obligations
hereunder,  the  Custodian  shall  use  reasonable  care  under  the  facts  and
circumstances prevailing in the market where performance is effected. Subject to
the specific  provisions of this Section,  the Custodian shall be liable for any
direct damage incurred by the Fund in consequence of the Custodian's negligence,
bad faith or willful  misconduct.  The Custodian hereby indemnifies the Fund and
agrees to hold the Fund  harmless  from and against all claims and  liabilities,
including  counsel fees and taxes,  incurred or assessed against the Fund to the
extent  that  such  claim  or  liability  arises  from  the  negligence,   gross
negligence, bad faith or willful misconduct on the part of the Custodian itself.
If a Fund gives written  notice of claim to the Custodian,  the Custodian  shall
promptly give a written  response to the Fund.  Not more than 30 days  following
the date of such  response,  unless  the  Custodian  shall  not be  liable,  the
Custodian  will  pay the  amount  of such  claim or  reimburse  the Fund for any
payment made by the Fund in respect thereof.  In no event shall the Custodian be
liable hereunder for any special,  indirect,  punitive or consequential  damages
arising out of,  pursuant to or in connection  with this  Agreement  even if the
Custodian has been advised of the possibility of such damages. It is agreed that
the  Custodian  shall  have no duty to assess the risks  inherent  in the Fund's
Investments or to provide investment advice with respect to such Investments and
that  the Fund as  principal  shall  bear  any  risks  attendant  to  particular
Investments  such as failure of  counterparty  or issuer.  The  Custodian  shall
provide the Fund with its Market Practice Reports in

<PAGE>

respect  of  any  foreign  market  where  a  Series  shall  place  and  maintain
Investments.  In addition,  the Custodian  shall provide the Fund with access to
its Global Updates which address topical "market" events.

          9.1 FORCE  MAJEURE.  The Custodian  shall not be  responsible  for any
     failure to perform its duties and correspondingly,  shall not be liable for
     any loss, cost, damage or expense attributable to its failure to perform in
     consequence  of a  force  majeure  event.  FORCE  MAJEURE  shall  mean  any
     circumstance  or event  which  is  beyond  the  reasonable  control  of the
     Custodian,  a Subcustodian  or any agent of the Custodian or a Subcustodian
     and which adversely affects the performance by the above parties, including
     any event  caused by,  arising out of or  involving  (a) an act of God, (b)
     accident,  fire,  water damage or explosion,  (c) any third party computer,
     system or other  equipment  failure or  malfunction  caused by any computer
     virus or the malfunction or failure of any  communications  medium, (d) any
     third party interruption of the power supply or other utility service,  (e)
     any strike or other work stoppage,  whether partial or total, (f) any delay
     or disruption  resulting from or reflecting the occurrence of any Sovereign
     Risk, (g) any  disruption of, or suspension of trading in, the  securities,
     commodities or foreign exchange  markets,  whether or not resulting from or
     reflecting the occurrence of any Sovereign Risk, (h) any encumbrance on the
     transferability  of a  currency  or  a  currency  position  on  the  actual
     settlement date of a foreign exchange transaction, whether or not resulting
     from or reflecting the  occurrence of any Sovereign  Risk, or (i) any other
     cause similarly  beyond the reasonable  control of the Custodian,  provided
     always that this shall not affect the  Custodian's  duty to  indemnify  the
     Fund for other losses,  claims and  liabilities  for which the Custodian is
     bound to indemnify  the Fund  pursuant to Section 9. The  Custodian and the
     Subcustodian  shall take reasonable steps to mitigate  additional  damages.
     The  Custodian  shall notify the Fund when it becomes  aware of a situation
     outlined above.  The Fund shall not be responsible for temporary  delays in
     the performance of its duties and obligations and correspondingly shall not
     be liable for any loss, cost, damage or expense  attributable to such delay
     in  consequence of a Force Majeure event as described  above  affecting the
     Fund's principal place of business  operations or administration;  provided
     always  that  this  shall not  affect  the  Fund's  duty to  indemnify  the
     Custodian for losses, claims and liabilities for which the Fund is bound to
     indemnify the Custodian pursuant to Section 10.

          9.2 LIMITATIONS OF PERFORMANCE. The Custodian shall not be responsible
     under this  Agreement for any failure to perform its duties,  and shall not
     be liable hereunder for any loss or damage in association with such failure
     to perform, for or in consequence of the following causes:

               9.2.1 COUNTRY RISK.  COUNTRY RISK shall mean, with respect to the
          acquisition,  ownership,  settlement  or custody of  Investments  in a
          jurisdiction,  all risks  relating to, or arising in  consequence  of,
          systemic and markets factors affecting the acquisition, payment for or
          ownership of  Investments  including  (a) the  prevalence of crime and
          corruption,  (b) the  inaccuracy  or  unreliability  of  business  and
          financial  information,  (c) the  instability or volatility of banking
          and   financial   systems,   or  the  absence  or   inadequacy  of  an
          infrastructure  to support such  systems,  (d) custody and  settlement
          infrastructure  of the market in which such Investments are transacted
          and held,  (e) the acts,  omissions  and  operation of any  Securities
          Depository,  (f) the risk of the  bankruptcy  or insolvency of banking
          agents, counterparties to cash and securities transactions, registrars
          or transfer agents,  and (g) the existence of market  conditions which
          prevent the orderly execution or

<PAGE>

          settlement of  transactions  or which affect the value of assets.  The
          Custodian shall provide the Fund with its Market  Practice  Reports in
          respect of any foreign  market where a Series shall place and maintain
          Investments.  Such Market  Practice  Report may  describe  some of the
          Country Risks outlined above. In addition, the Custodian shall provide
          the Fund with access to its Global  Updates  which may  describe  some
          timely Country Risks outlined above.

               9.2.2  SOVEREIGN  RISK.  SOVEREIGN RISK shall mean, in respect of
          any  jurisdiction,  including  the  United  States of  America,  where
          Investments  are  acquired  or held  hereunder  or under a  Subcustody
          Agreement, (a) any act of war, terrorism,  riot, insurrection or civil
          commotion,  (b) the  imposition  of any  investment,  repatriation  or
          exchange control restrictions by any Governmental  Authority,  (c) the
          confiscation,  expropriation or  nationalization of any Investments by
          any  Governmental  Authority,  whether  de facto  or de jure,  (d) any
          devaluation  or  revaluation  of the currency,  (e) the  imposition of
          taxes, levies or other charges affecting  Investments,  (f) any change
          in the  Applicable  Law, or (g) any other  economic or political  risk
          incurred or experienced. The Custodian shall provide the Fund with its
          Market  Practice  Reports  in respect of any  foreign  market  where a
          Series  shall place and  maintain  Investments.  Such Market  Practice
          Report may describe some of the Sovereign  Risks  outlined  above.  In
          addition,  the  Custodian  shall  provide  the Fund with access to its
          Global Updates which may describe some timely Sovereign Risks outlined
          above.

          9.3  LIMITATIONS ON LIABILITY.  The Custodian  shall not be liable for
     any loss,  claim,  damage or other  liability  arising  from the  following
     causes:

               9.3.1  FAILURE OF THIRD  PARTIES.  The failure of any third party
          including:  (a) any issuer of Investments or book-entry or other agent
          of and issuer;  (b) any  counterparty  with respect to any Investment,
          including  any issuer of  exchange-traded  or other  futures,  option,
          derivative  or  commodities  contract;  (c)  failure of an  Investment
          Advisor,  Foreign  Custody  Manager or other agent of the Fund; or (d)
          failure of other third parties  similarly beyond the control or choice
          of the  Custodian  unless:  (a) any  such  third  party  is a  parent,
          subsidiary  or  otherwise  affiliated  with the  Custodian  or (b) the
          Custodian's negligence, bad faith or willful misconduct was the direct
          cause of the failure of the third party or (c) a transaction  or other
          matter  between the  Custodian  and the third party  unrelated  to the
          Funds was the cause of the failure of the third party. Under (a), (b),
          or (c) the  Custodian  shall be liable  for the  failure of such third
          party.

               9.3.2   INFORMATION   SOURCES.   The   Custodian  may  rely  upon
          information  received  from issuers of  Investments  or agents of such
          issuers,  information  received  from  Subcustodians  and  from  other
          commercially  reasonable sources such as commercial data bases and the
          like, but shall not be responsible  for specific  inaccuracies in such
          information,   provided  that  the  Custodian  has  relied  upon  such
          information  in good  faith,  or for the  failure of any  commercially
          reasonable information provider.

               9.3.3  RELIANCE ON  INSTRUCTION.  Action by the  Custodian or the
          Subcustodian in accordance with an Instruction,  even when such action
          conflicts  with,  or is  contrary  to any  provision  of,  the  Fund's
          declaration  of  trust,   certificate  of  incorporation  or  by-laws,
          Applicable Law, or actions by the trustees,  directors or shareholders
          of the Fund. If the Custodian or  Subcustodian  is aware of any of the
          above, it shall promptly contact an officer of the Fund.

<PAGE>

               9.3.4  RESTRICTED  SECURITIES.  The  limitations  inherent in the
          rights,  transferability  or similar  investment  characteristics of a
          given Investment of the Fund.

10.INDEMNIFICATION.   The  Fund  hereby   indemnifies  the  Custodian  and  each
Subcustodian, and their respective agents, nominees and the partners, employees,
officers  and  directors,  and  agrees  to hold each of them  harmless  from and
against all claims and liabilities,  including counsel fees and taxes,  incurred
or  assessed  against any of them in  connection  with the  performance  of this
Agreement and any Instruction  except to the extent that such claim or liability
is the  result  of the  negligence,  bad  faith  or  willful  misconduct  of the
Custodian or  Subcustodian.  If a Subcustodian  or any other person  indemnified
under the preceding  sentence,  gives written  notice of claim to the Custodian,
the  Custodian  shall  promptly give written  notice to the Fund.  Not more than
thirty days  following the date of such notice,  unless the  Custodian  shall be
liable  under  Section 8 hereof in respect of such claim,  the Fund will pay the
amount of such claim or  reimburse  the  Custodian  for any payment  made by the
Custodian in respect thereof.

11. REPORTS AND RECORDS. The Custodian shall:

          11.1 create and maintain  records  relating to the  performance of its
     obligations under this Agreement;

          11.2 make available to the Fund,  its auditors,  agents and employees,
     upon reasonable  request and during normal business hours of the Custodian,
     all records  maintained  by the  Custodian  pursuant to Section 11.1 above,
     subject,  however, to all reasonable security requirements of the Custodian
     then applicable to the records of its custody customers generally; and

          11.3  make  available  to the Fund all  Electronic  Reports;  it being
     understood  that  the  Custodian  shall  not be  liable  hereunder  for the
     inaccuracy  or  incompleteness  thereof  or for  errors in any  information
     included therein except to the extent that such inaccuracy,  incompleteness
     or  errors  are the  result  of the  Custodian's  negligence,  bad faith or
     willful misconduct.

<PAGE>

     All such reports and records shall, to the extent applicable, be maintained
and  preserved  in  conformity  with the 1940 Act and the rules and  regulations
thereunder.   The  Fund  shall  examine  all  records,   howsoever  produced  or
transmitted,  promptly upon receipt thereof and notify the Custodian promptly of
any discrepancy or error therein. Unless the Fund delivers written notice of any
such  discrepancy or error within a reasonable  time after its receipt  thereof,
such records shall be deemed to be true and accurate.  It is understood that the
Custodian now obtains and will in the future obtain  information on the value of
assets  from  outside  sources  which may be utilized  in certain  reports  made
available to the Fund. The Custodian deems such sources to be reliable but it is
acknowledged  and agreed that the  Custodian  does not verify nor  represent nor
warrant as to the accuracy or completeness  of such  information and accordingly
shall be without  liability in selecting  and using such sources and  furnishing
such  information as long as the Custodian has shown due diligence in attempting
to receive complete and accurate information.

12. MISCELLANEOUS.

          12.1 PROXIES,  ETC. The Fund will promptly  execute and deliver,  upon
     request,  such proxies,  powers of attorney or other  instruments as may be
     necessary  or  desirable  for the  Custodian  to  provide,  or to cause any
     Subcustodian to provide, custody services.

          12.2 ENTIRE AGREEMENT.  Except as specifically  provided herein,  this
     Agreement  constitutes  the  entire  agreement  between  the  Fund  and the
     Custodian  with respect to the subject  matter  hereof.  Accordingly,  this
     Agreement  supersedes  any  custody  agreement  or  other  oral or  written
     agreements  heretofore in effect  between the Fund and the  Custodian  with
     respect to the custody of the Fund's Investments.

          12.3 WAIVER AND  AMENDMENT.  No  provision  of this  Agreement  may be
     waived,  amended or modified, and no addendum to this Agreement shall be or
     become  effective,  or  be  waived,  amended  or  modified,  except  by  an
     instrument in writing  executed by the party against which  enforcement  of
     such waiver, amendment or modification is sought;  provided,  however, that
     an Instruction  shall,  whether or not such Instruction  shall constitute a
     waiver,  amendment or modification for purposes hereof,  shall be deemed to
     have been  accepted by the  Custodian  when it commences  actions  pursuant
     thereto or in accordance therewith.

<PAGE>

          12.4 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE CONSTRUED
     IN ACCORDANCE  WITH, AND BE GOVERNED BY THE LAWS OF, THE STATE OF NEW YORK,
     WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW OF SUCH STATE.

          12.5  NOTICES.   Notices  and  other  writings  contemplated  by  this
     Agreement, other than Instructions,  shall be delivered (a) by hand, (b) by
     first class registered or certified mail,  postage prepaid,  return receipt
     requested,  (c) by a  nationally  recognized  overnight  courier  or (d) by
     facsimile  transmission,  provided that any notice or other writing sent by
     facsimile  transmission shall also be mailed, postage prepaid, to the party
     to whom such notice is addressed.  All such notices shall be addressed,  as
     follows:

          If to the Fund:


          Vanguard Group

          P.O. Box 2600

          Valley Forge, PA 19482

          Attn: Controller

          Telephone:   (610) 669-6106

          Facsimile:   (610) 669-6112



          If to the Custodian:



          Brown Brothers Harriman & Co.

          40 Water Street

          Boston, Massachusetts 02109

          Attn: Manager, Investor Services Department

          Telephone:   (617) 772-1818

          Facsimile:   (617) 772-2263,

or such  other  address  as the Fund or the  Custodian  may have  designated  in
writing to the other.

          12.6 HEADINGS.  Paragraph headings included herein are for convenience
     of reference only and shall not modify,  define, expand or limit any of the
     terms or provisions hereof.

          12.7  COUNTERPARTS.  This  Agreement  may be executed in any number of
     counterparts,  each of which shall be deemed an  original.  This  Agreement
     shall become effective when one or more  counterparts  have been signed and
     delivered by the Fund and the Custodian.

          12.8  CONFIDENTIALITY.  The parties hereto agree that each shall treat
     confidentially   the  terms  and  conditions  of  this  Agreement  and  all
     information  provided by each party to the other regarding its business and
     operations.  All confidential  information provided by a party hereto shall
     be used by any other party  hereto  solely for the purpose of  rendering or
     obtaining  services  pursuant  to  this  Agreement  and,  except  as may be
     required in carrying  out this  Agreement,  shall not be  disclosed  to any
     third party without the prior consent of such providing party. The

<PAGE>

     foregoing  shall not be  applicable  to any  information  that is  publicly
     available when provided or thereafter becomes publicly available other than
     through a breach of this Agreement,  or that is required to be disclosed by
     or to  any  bank  examiner  of  the  Custodian  or  any  Subcustodian,  any
     Regulatory Authority,  any auditor of the parties hereto, or by judicial or
     administrative process or otherwise by Applicable Law.

          12.9 COUNSEL. In fulfilling its duties hereunder,  the Custodian shall
     be entitled  to receive  and act upon the advice of (i)  counsel  regularly
     retained by the Custodian in respect of such matters,  (ii) counsel for the
     Fund or (iii) such  counsel as the Fund and the  Custodian  may agree upon,
     with respect to all matters,  and the Custodian shall be without  liability
     for any action  reasonably taken or omitted pursuant to such advice (except
     to the extent that such action was due to the Custodian's  negligence,  bad
     faith or willful misconduct).

13.  DEFINITIONS.  The following defined terms will have the respective meanings
set forth below.

          13.1  ADVANCE  shall mean any  extension  of credit by or through  the
     Custodian or by or through any  Subcustodian and shall include amounts paid
     to  third  parties  for the  account  of the  Fund or in  discharge  of any
     expense, tax or other item payable by the Fund.

          13.2 AGENCY ACCOUNT shall mean any deposit account opened on the books
     of a Subcustodian  or other banking  institution in accordance with Section
     7.1.

          13.3 AGENT shall have the meaning set forth in the last  paragraph  of
     Section 6.

          13.4 APPLICABLE LAW shall mean with respect to each jurisdiction,  all
     (a)  laws,   statutes,   treaties,   regulations,   guidelines   (or  their
     equivalents);  (b) orders,  interpretations  licenses and permits;  and (c)
     judgments,  decrees,  injunctions  writs,  orders and similar  actions by a
     court of  competent  jurisdiction;  compliance  with which is  required  or
     customarily observed in such jurisdiction.

          13.5 AUTHORIZED  PERSON shall mean any person or entity  authorized to
     give Instructions on behalf of the Fund in accordance with Section 4.1.

          13.6  BOOK-ENTRY  AGENT  shall mean an entity  acting as agent for the
     issuer of  Investments  for  purposes  of  recording  ownership  or similar
     entitlement to Investments,  including without  limitation a transfer agent
     or registrar.

          13.7 CLEARING  CORPORATION shall mean any entity or system established
     for purposes of providing securities settlement and movement and associated
     functions for a given market.

          13.8 DELEGATION  AGREEMENT shall mean any separate  agreement  entered
     into between the  Custodian and the Fund or its  authorized  representative
     with  respect  to  certain   matters   concerning   the   appointment   and
     administration of Subcustodians delegated to the Custodian pursuant to Rule
     17f-5 under the 1940 Act.

<PAGE>

          13.9 FOREIGN  CUSTODY  MANAGER shall mean the Fund's  foreign  custody
     manager appointed pursuant to Rule 17f-5 under the 1940 Act.

          13.10  FUNDS  TRANSFER  SERVICES  AGREEMENT  shall  mean any  separate
     agreement entered into between the Custodian and the Fund or its authorized
     representative with respect to certain matters concerning the processing of
     payment orders from Principal Accounts of the Fund.

          13.11 INSTRUCTION(S) shall have the meaning assigned in Section 4.

          13.12 INVESTMENT  ADVISOR shall mean any investment advisor as defined
     in Section 202 (a)(11) of the Investment Advisors Act of 1940.

          13.13  INVESTMENTS  shall  mean  any  investment  asset  of the  Fund,
     including without limitation  securities,  bonds,  notes, and debentures as
     well as receivables,  derivatives,  contractual  rights or entitlements and
     other intangible assets.

          13.14 MARGIN  ACCOUNT  shall have the meaning set forth in Section 6.4
     hereof.

          13.15  PRINCIPAL  ACCOUNT  shall  mean  deposit  accounts  of the Fund
     carried on the books of BBH&Co. as principal in accordance with Section 7.

          13.16  SAFEKEEPING  ACCOUNT shall mean an account  established  on the
     books of the Custodian or any  Subcustodian for purposes of segregating the
     interests of the Fund (or clients of the  Custodian or  Subcustodian)  from
     the assets of the Custodian or any Subcustodian.

          13.17 SECURITIES  DEPOSITORY shall mean a central or book entry system
     or agency  established  under  Applicable Law for purposes of recording the
     ownership and/or entitlement to investment securities for a given market.

          13.18  SUBCUSTODIAN  shall mean each  foreign  bank  appointed  by the
     Custodian   pursuant  to  Section  8,  but  shall  not  include  Securities
     Depositories.

          13.19 TRI-PARTY  AGREEMENT shall have the meaning set forth in Section
     6.4 hereof.

          13.20 1940 ACT shall mean the Investment Company Act of 1940.

14. COMPENSATION. The Fund agrees to pay to the Custodian for its services under
this  Agreement  such amount as may be agreed upon in writing  from time to time
("Fee Schedule").

15.  SEVERAL  OBLIGATIONS OF THE FUNDS:  With respect to any  obligations of the
Funds and their

<PAGE>

related  accounts  arising  hereunder,  the Custodian  shall look for payment or
satisfaction  of any such  obligation  solely to the assets and  property of the
Fund  and  such  accounts  to which  such  obligation  relates  as  though  each
investment  company had  separately  contracted  with the  Custodian by separate
written instrument with respect to each Fund and its accounts. The Custodian and
each Subcustodian  realize that the Fund is comprised of one or more Series. The
Custodian  and each  Subcustodian  agree that it will honor and abide by any and
all Instructions or notices which the Custodian or Subcustodian may receive from
time to time from the Fund with respect to designating,  marking,  allocating or
otherwise attributing securities to or for the benefit of any one Series.

16. TERMINATION.  This Agreement may be terminated by either party in accordance
with the  provisions of this Section.  The  provisions of this Agreement and any
other  rights or  obligations  incurred or accrued by any party  hereto prior to
termination of this Agreement shall survive any termination of this Agreement.

     This Agreement may be terminated as to one or more Funds (but less than all
the Funds) by delivery  of an amended  Schedule 1 deleting  all such  Funds,  in
which case  termination  as to the deleted Funds shall take effect  seventy-five
days after the date of such  delivery.  The execution and delivery of an amended
Schedule 1 which  deletes  one or more Funds,  shall  constitute  a  termination
hereof  only with  respect  to such  deleted  Funds,  shall be  governed  by the
provisions of Section 16.2 as to the identification of a successor custodian and
the delivery of Investments of the Fund so deleted to such successor  custodian,
and shall not affect the obligations of the Custodian  hereunder with respect to
the other Funds set forth in Schedule 1, as amended from time to time.

<PAGE>

          16.1 NOTICE AND EFFECT.  This  Agreement  may be  terminated by either
     party  by  written  notice  effective  no  sooner  than  seventy-five  days
     following  the date that notice to such effect  shall be delivered to other
     party at its address set forth in paragraph 12.5 hereof.

          16.2  SUCCESSOR  CUSTODIAN.  In  the  event  of the  appointment  of a
     successor custodian,  it is agreed that the Investments of the Fund held by
     the  Custodian or any  Subcustodian  shall be  delivered  to the  successor
     custodian in accordance with reasonable Instructions.  The Custodian agrees
     to cooperate with the Fund in the execution of documents and performance of
     other actions  necessary or desirable in order to facilitate the succession
     of the new custodian.  If no successor  custodian  shall be appointed,  the
     Custodian  shall  in  like  manner  transfer  the  Fund's   Investments  in
     accordance with Instructions.

          16.3 DELAYED  SUCCESSION.  If no Instruction  has been given as of the
     effective date of  termination,  Custodian may at any time on or after such
     termination  date and upon ten days  written  notice to the Fund either (a)
     deliver  the  Investments  of the Fund  held  hereunder  to the Fund at the
     address  designated  for receipt of notices  hereunder;  or (b) deliver any
     investments   held   hereunder  to  a  bank  or  trust  company   having  a
     capitalization of $2M USD equivalent and operating under the Applicable law
     of the jurisdiction where such Investments are located, such delivery to be
     at the risk of the Fund.  In the event  that  Investments  or moneys of the
     Fund remain in the custody of the Custodian or its Subcustodians  after the
     date of termination owing to the failure of the Fund to issue  Instructions
     with  respect  to  their  disposition  or  owing  to  the  fact  that  such
     disposition  could not be accomplished in accordance with such Instructions
     despite diligent efforts of the Custodian,  the Custodian shall be entitled
     to  compensation  for its  services  with respect to such  Investments  and
     moneys  during such period as the  Custodian  or its  Subcustodians  retain
     possession of such items and the provisions of this Agreement  shall remain
     in full force and effect until  disposition in accordance with this Section
     is accomplished.

IN WITNESS  WHEREOF,  each of the parties hereto has caused this Agreement to be
duly executed as of the date first above written.



     By:_______________________________



     On behalf of the Funds listed on Schedule 1 hereto



     BROWN BROTHERS HARRIMAN & CO.



     By:_______________________________



<PAGE>

                                  SCHEDULE 1 TO

                               CUSTODIAN AGREEMENT

                                     BETWEEN

           CERTAIN OPEN-END MANAGEMENT INVESTMENT COMPANIES ("FUNDS")

                        and BROWN BROTHERS HARRIMAN & CO.

The following is a list of Funds and their Series for which the Custodian  shall
serve under a Custodian Agreement dated as of July 20, 1999 (the "Agreement"):

       The following series of Vanguard International Equity Index Funds:

                   Vanguard Emerging Markets Stock Index Fund

                       Vanguard European Stock Index Fund

                        Vanguard Pacific Stock Index Fund



                 The following series of Vanguard Horizon Funds:

                      Vanguard Global Asset Allocation Fund

                           Vanguard Global Equity Fund



             The following series of Vanguard Trustees' Equity Fund:

                        Vanguard International Value Fund



            Vanguard Variable Insurance Funds-International Portfolio



IN WITNESS  WHEREOF,  each of the parties  hereto has caused this Appendix to be
executed in its name and on behalf of such Funds.

FUNDS                                  BROWN BROTHERS HARRIMAN & CO.
By: _________________________          By: ____________________________

Name: _______________________          Name: __________________________

Title: ______________________          Title: _________________________

<PAGE>

             BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
                                    VANGUARD
                                   APPENDIX A

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
ARGENTINA      CITIBANK NA, BUENOS AIRES               Caja de Valores
                                                       CRYL
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

AUSTRALIA      NATIONAL AUSTRALIA BANK LTD. (NAB)      Austraclear Ltd.
                                                       CHESS
               National Australia Bank Agt. 5/1/85     Reserve Bank of Australia
               Agreement Amendment 2/13/92
               Omnibus Amendment 11/22/93

AUSTRIA        BANK AUSTRIA AG                         OeKB
               Creditanstalt Bankverein Agreement 12/18/89
               Omnibus Amendment 1/17/94

BAHRAIN        HSBC BANK MIDDLE EAST, BAHRAIN FOR      None
               HONGKONG & SHANGHAI BANKING CORP. LTD. (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side Letter Agreement dated 7/28/97

BANGLADESH     STANDARD CHARTERED BANK (SCB), DHAKA    None
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

BELGIUM        BANK BRUSSELS LAMBERT (BBL)             CIK
               National Bank of Belgium
               Banque Bruxelles Lambert Agt. 11/15/90
               Omnibus Amendment 3/1/94

BERMUDA        BANK OF N.T. BUTTERFIELD & SON LTD.     None
               The Bank of N.T. Butterfield & Son Ltd.
               Agreement 5/27/97

BOTSWANA       STANBIC BANK BOTSWANA LTD FOR STANDARD  None
               BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 9/29/97

BRAZIL         BANKBOSTON NA, SAO PAULO                CBLC
                                                       CLC
               The First National Bank of Boston Agreement 1/5/88
               Omnibus Amendment 2/22/94
               Amendment 7/29/96

BULGARIA       ING BANK NV, SOFIA                      CDAD
                                                       BNB
               ING Bank N.V. Agreement 9/15/97

                                   Page 1 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
CANADA         ROYAL BANK OF CANADA (RBC)              Bank of Canada
               The Royal Bank of Canada Agreement      CDS
               2/23/96

CHILE          CITIBANK NA, SANTIAGO                   DCV
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

CHINA          STANDARD CHARTERED BANK (SCB), SHANGHAI SSCCRC
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

CHINA          STANDARD CHARTERED BANK (SCB), SHENZHEN SSCC
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

COLOMBIA       CITITRUST COLOMBIA SA, SOCIEDAD         DCV
               FIDUCIARIA FOR CITIBANK NA              Deceval
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, N.A./Cititrust Colombia Agreement 12/2/91
               Citibank, N.A. Subsidiary Amendment 10/19/95

CROATIA        BANK AUSTRIA CREDITANSTALT CROATIA DD   SDA
               FOR BANK AUSTRIA AG
               Creditanstalt AG / Bank Austria Creditanstalt
               Croatia d.d. Agt. 9/1/98

CYPRUS         CYPRUS POPULAR BANK LTD.                None
               ***Requires additional documentation prior to investment.***
               Cyprus Popular Bank Ltd. Agt. 2/18/98

CZECH REPUBLIC CITIBANK AS FOR CITIBANK NA             SCP
               Czech National Bank
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank NA / Citibank AS Agreement 6/24/96

DENMARK        DEN DANSKE BANK                         VP
               Den Danske Bank Agreement 1/1/89
               Omnibus Amendment 12/1/93

ECUADOR        CITIBANK NA, QUITO                      Decevale
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, Quito Side Letter 7/3/95

EGYPT          CITIBANK NA, CAIRO                      MCSD
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

                                  Page 2 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
FINLAND        MERITA BANK PLC                         FCSD
               Union Bank of Finland Agreement 2/27/89
               Omnibus Amendment 4/6/94

FRANCE         CREDIT AGRICOLE INDOSUEZ (CAI)          SICOVAM
               Banque de France
               Banque Indosuez Agreement 7/19/90
               Omnibus Amendment 3/10/94

GERMANY        DRESDNER BANK                           DBC
               Dresdner Bank Agreement 10/6/95

GHANA          MERCHANT BANK (GHANA) LIMITED FOR       None
               STANDARD BANK OF SOUTH AFRICA (SBSA)
               ***Requires additional documentation prior to investment.***
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment Pending

GREECE         CITIBANK NA, ATHENS                     Apothetirion Titlon A.E.
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

HONG KONG      HONGKONG & SHANGHAI BANKING             HKSCC
               CORPORATION LTD.                        CMU
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

HUNGARY        CITIBANK BUDAPEST RT. FOR CITIBANK NA   KELER Ltd.
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, N.A. Subsidiary Amendment 10/19/95
               Citibank, N.A. / Citibank Budapest Agreement 6/23/92
               Citibank, N.A. / Citibank Budapest Amendment 9/29/92

INDIA          DEUTSCHE BANK AG, MUMBAI                NSDL
               Deutsche Bank Agreement 2/19/96

INDONESIA      CITIBANK NA, JAKARTA                    None
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

IRELAND        ALLIED IRISH BANKS PLC (AIB)            CrestCo.
               Allied Irish Banks Agreement 1/10/89    Gilt Settlement Office
               Omnibus Amendment 4/8/94

ISRAEL         BANK HAPOALIM BM                        TASE Clearinghouse Ltd.
               Bank Hapoalim Agreement 8/27/92

ITALY          BANCA COMMERCIALE ITALIANA (BCI)        Monte Titoli
               Banca D'Italia
               Banca Commerciale Italiana Agreement 5/8/89
               Agreement Amendment 10/8/93
               Omnibus Amendment 12/14/93

                                   Page 3 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
JAPAN          BANK OF TOKYO - MITSUBISHI, LTD. (BTM)  JASDEC
               Bank of Japan
               Bank of Tokyo - Mitsubishi Agreement 6/17/96

JORDAN         HSBC BANK MIDDLE EAST, JORDAN FOR       None
               HONGKONG & SHANGHAI BANKING CORP. (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side letter Agreement dated 7/28/97

KENYA          STANBIC BANK KENYA LIMITED FOR STANDARD None
               BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 9/29/97

KOREA          CITIBANK NA, SEOUL                      KSD
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, Seoul Agreement Supplement 10/28/94

LEBANON        HSBC BANK MIDDLE EAST, LEBANON FOR      Midclear
               HONGKONG & SHANGHAI BANKING CORP. (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side letter Agreement dated 7/28/97

LUXEMBOURG     KREDIETBANK LUXEMBOURG (KBL)            Cedel
               Kredietbank Luxembourg Agt. 4/7/98

MALAYSIA       HONGKONG BANK MALAYSIA BERHAD (HBMB)    Bank Negara Malaysia
               FOR HONGKONG SHANGHAI BANKING CORP.     MCD
               (HSBC) Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               Malaysia Subsidiary Supplement 5/23/94
               Side letter Agreement dated 7/28/97

MAURITIUS      HONGKONG & SHANGHAI BANKING CORP. LTD.  CDS
               (HSBC), PORT LOUIS
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

MEXICO         CITIBANK MEXICO SA FOR CITIBANK NA      Indeval
               Banco de Mexico
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank Mexico, S.A. Amendment 2/28/95

                                   Page 4 of 8


<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
MOROCCO        CITIBANK MAGHREB, CASABLANCA FOR        MAROCLEAR
               CITIBANK NA Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Side Letter Agreement Pending

NAMIBIA        STANDARD BANK NAMIBIA FOR STANDARD  OF  None
               BANK SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 10/3/96

NETHERLANDS    ABN-AMRO BANK NV                        NECIGEF
               ABN-AMRO Agreement 12/19/88
               MEESPIERSON NV
               MeesPierson NV Agreement 6/4/99

NEW ZEALAND    NATIONAL AUSTRALIA BANK LTD. (NAB),     NZCSD
               AUCKLAND
               National Australia Bank Agt. 5/1/85
               Agreement Amendment 2/13/92
               Omnibus Amendment 11/22/93
               New Zealand Addendum 3/7/89

NORWAY         DEN NORSKE BANK                         VPS
               Den norske Bank Agreement 11/16/94

OMAN           HSBC BANK MIDDLE EAST, OMAN FOR  Muscat Depository &
               HONGKONG & SHANGHAI BANKING CORP. LTD.  Securities & Registration
               (HSBC)
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91 Co.
               Omnibus Supplement 12/29/93
               Schedule 5/14/96
               BBME Supplement 5/14/96
               Side letter Agreement dated 7/28/97

PAKISTAN       STANDARD CHARTERED BANK (SCB), KARACHI  CDC
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

PERU           CITIBANK NA, LIMA                       CAVALI
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

PHILIPPINES    CITIBANK NA, MANILA                     PCD
               Citibank, N.A., New York Agt. 7/16/81   ROSS
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

POLAND         CITIBANK (POLAND) SA FOR CITIBANK NA    NDS
               National Bank of Poland
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank Subsidiary Amendment 10/30/95
               Citibank, N.A. / Citibank Poland S.A. Agt. 11/6/92

                                   Page 5 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
PORTUGAL       BANCO COMERCIAL PORTUGUES SA (BCP)      CVM
               Banco Comercial Portugues 5/18/98

ROMANIA        ING BANK NV, BUCHAREST                  SNCDD
                                                       BSE
               ING Bank N.V. Agreement 9/29/97         NBR

RUSSIA         BANK CREDIT SUISSE FIRST BOSTON AO      VTB
               (CSFB AO)FOR CREDIT SUISSE, ZURICH      NDC
               ***Requires signed Amendment to the Custodian Agreement prior
               to investment.***
               Credit Suisse, Zurich Agreement 4/30/96

               CITIBANK T/O FOR CITIBANK NA
               ***Requires signed Amendment to the Custodian Agreement prior
               to investment.***
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96
               Citibank, N.A. Subsidiary Amendment 10/19/95
               Citibank N.A. / Citibank T/O Agt. 6/16/97
               Side Letter Agt. 8/18/97

SINGAPORE      HONGKONG & SHANGHAI BANKING CORP. LTD.  CDP
               (HSBC), SINGAPORE
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

SLOVAKIA       ING BANK NV, BRATISLAVA                 SCP
               National Bank of Slovakia
               ING Bank N.V. Agreement 9/1/98

SLOVENIA       BANK AUSTRIA DD LJUBLJANA               KDD
               Master Subcustodian Agreement 4/17/98
               Amendment dated 4/17/98
               Amendment dated 10/14/98

SOUTH AFRICA    STANDARD BANK OF SOUTH AFRICA (SBSA)   CD
               Standard Bank of South Africa Agreement 3/11/94

SPAIN          BANCO SANTANDER CENTRAL HISPANO SA      SCLV
               (BSCH)
               Banco de Espana
               Banco de Santander Agreement 12/14/88

SRI LANKA      HONGKONG & SHANGHAI BANKING CORP. LTD.  CDS
               (HSBC), Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

SWAZILAND      STANDARD BANK SWAZILAND LTD FOR         None
               STANDARD BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 9/29/97

SWEDEN         SKANDINAVISKA ENSKILDA BANKEN (SEB)     VPC
               Skandinaviska Enskilden Banken Agreement 2/20/89
               Omnibus Amendment 12/3/93

                                   Page 6 of 8

<PAGE>

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
SWITZERLAND    UBS AG                                  SIS
               Union Bank of Switzerland Agreement 12/20/88
               Omnibus Amendment 11/29/94

TAIWAN         STANDARD CHARTERED BANK (SCB), TAIPEI   TSCD
               Standard Chartered Bank Agreement 2/18/92
               Omnibus Amendment 6/13/94
               Appendix 4/8/96

THAILAND       HONGKONG & SHANGHAI BANKING CORP. LTD.  TSDC
               (HSBC),
               Hongkong & Shanghai Banking Corp. Agt. 4/19/91
               Omnibus Supplement 12/29/93
               Schedule 5/14/96

TRANSNATIONAL  BROWN BROTHERS HARRIMAN & CO. (BBH&CO.) Cedel
                                                       Euroclear

TURKEY         CITIBANK NA, ISTANBUL                   Takasbank
               Central Bank of Turkey
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

UNITED KINGDOM  HSBC BANK PLC                          CGO
               Midland Bank Agreement 8/8/90           CrestCo.
               Omnibus Amendment 12/15/93              CMO

URUGUAY        BANKBOSTON NA, MONTEVIDEO               None
               The First National Bank of Boston Agreement 1/5/88
               Omnibus Amendment 2/22/94
               Amendment 7/29/96

VENEZUELA      CITIBANK NA, CARACAS                    CVV
               Citibank, N.A., New York Agt. 7/16/81
               New York Agreement Amendment 8/31/90
               New York Agreement Amendment 7/26/96

ZAMBIA         STANBIC BANK ZAMBIA LTD FOR STANDARD    LuSE Central Shares
               BANK OF SOUTH AFRICA (SBSA)             Depository Ltd.
                                                       BoZ
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 10/3/96

ZIMBABWE       STANBIC BANK ZIMBABWE LTD FOR STANDARD  None
               BANK OF SOUTH AFRICA (SBSA)
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment 10/3/96

                                   Page 7 of 8

<PAGE>

NOTES:

     1.)  THE  DEPOSITORIES  IN  CHILE,   PANAMA  AND  VENEZUELA  ARE  PRESENTLY
          ELECTIVE. IT IS NOT THE CURRENT INTENTION OF BROWN BROTHERS HARRIMAN &
          CO. TO USE SUCH  DEPOSITORIES  UNLESS  THEIR USE  BECOMES  COMPULSORY.
          EUROCLEAR IS COMPULSORY FOR FIXED INCOME  OBLIGATIONS AND ELECTIVE FOR
          EQUITIES.  CURRENTLY, BROWN BROTHERS HARRIMAN & CO. USES EUROCLEAR FOR
          SETTLEMENT OF EQUITIES WHERE WE ARE INSTRUCTED TO DO SO. WE DO NOT USE
          EUROCLEAR FOR THE ONGOING SAFEKEEPING OF EQUITIES.

     2.)  IF YOU ARE  AUTHORIZING  INVESTMENT  IN COSTA RICA,  CYPRUS,  ESTONIA,
          GHANA,  LITHUANIA,  OR NIGERIA,  THESE ARRANGEMENTS ARE THE SUBJECT OF
          ADDITIONAL INFORMATION IN SCHEDULE A TO THE FCM REPORT.





I HEREBY  CERTIFY THAT THE BOARD OR ITS DELEGATE HAS APPROVED THE  COUNTRIES AND
CENTRAL DEPOSITORIES LISTED ON THIS APPENDIX



__________________________________

          SIGNATURE

NAME:     Robert D. Snowden

COMPANY:

(if other than Board)

TITLE:    Controller

DATE:     July 20, 1999

                                   Page 8 of 8

<PAGE>


             BROWN BROTHERS HARRIMAN & CO. - GLOBAL CUSTODY NETWORK
                        VANGUARD-RECOVER STANDARD MARKETS
                                   APPENDIX B

COUNTRY        SUBCUSTODIAN                            DEPOSITORIES
- -------        ------------                            ------------
COSTA RICA     BANCO BCT SA                            CEVAL
               ***Requires additional documentation prior to investment.***
               Master Subcustodian Agreement 8/10/98

CYPRUS         CYPRUS POPULAR BANK LTD.                None
               ***Requires additional documentation prior to investment.***
               Cyprus Popular Bank Ltd. Agt. 2/18/98

ESTONIA        HANSABANK, TALLINN FOR MERITA BANK      ECDSL
               ***Requires additional documentation prior to investment.***
               Merita Bank Agreement 12/1/97

GHANA          MERCHANT BANK (GHANA) LIMITED FOR       None
               STANDARD BANK OF SOUTH AFRICA (SBSA)
               ***Requires additional documentation prior to investment.***
               Standard Bank of South Africa Agreement 3/11/94
               Subsidiary Amendment Pending

LITHUANIA      VILNIAUS BANKAS, VILNIUS FOR MERITA     CSDL
               BANK
               ***Requires additional documentation prior to investment.***
               Merita Bank Agreement 12/1/97

                                   Page 1 of 1

<PAGE>


                               July 1, 1999





FACSIMILE



Ms. Sarah A. Buescher
The Vanguard Group
P. O. Box 2600
Valley Forge, PA 19482-2600


Dear Sarah:


     You have  requested a statement  from us  regarding  what is known as "Year
2000  Compliance" by which is meant the steps taken to assure that  computerized
information and  communications  systems will retain essential  functionality in
transition  from the year 1999 to the year 2000.  Please accept the following in
response to that request.

     You will understand that we are not with respect to yourselves merchants of
software  and  therefore  warranties  of  merchantability  and the  like are not
supported by context. Rather, we provide services to you that are in one measure
or  another  dependent  for normal  operation  on the  functionality  of various
computer systems and software.  Accordingly,  allow this letter to confirm that:
(1) we will use  reasonable  care and diligence in accordance  with the terms of
the  agreement  governing  the  services to assure that these  services  are not
compromised  by  loss  of  systems  or  software  functionality  related  to the
succession of the year 2000;  (2) we will use  reasonable  care and diligence to
procure that our agents and subcustodians perform likewise; and, (3) we will use
reasonable  care and  diligence  to provide  for  alternate  means of  providing
services  in the event that a computer  system or software  might be  negatively
affected by the succession of the year 2000.

     Please contact me at (617) 772-1371 if you have any questions.



                              Sincerely,







                              W. Casey Gildea
                              Manager



WCG:arg




                                                                   Exhibit-99.BJ

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby  consent to the  incorporation  by reference in the  Prospectuses  and
Statement of Additional  Information  constituting parts of this  Post-Effective
Amendment  No. 8 to the  Registration  Statement on Form N-1A (the  Registration
Statement)  of our reports  dated  November 30, 1999,  relating to the financial
statements  and  financial  highlights  appearing in the October 31, 1999 Annual
Reports to Shareholders of Vanguard Horizon Funds,  which are also  incorporated
by reference into the Registration  Statement. We also consent to the references
to us under the heading "Financial Highlights" in the Prospectuses and under the
headings "Financial Statements" and "Service Providers--Independent Accountants"
in the Statement of Additional Information.



PricewaterhouseCoopers LLP
Philadelphia, PA



January 28, 2000



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