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                               VANGUARD (R) FUNDS

              SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION


The Proxy Voting Guidelines section of the Statement of Additional Information
is amended as follows:


                             PROXY VOTING GUIDELINES


The Board of Trustees  (the Board) of each  Vanguard fund that invests in stocks
has adopted proxy voting procedures and guidelines to govern proxy voting by the
fund. The Board has delegated  oversight of proxy voting to the Proxy  Oversight
Committee (the Committee),  comprised of senior officers of Vanguard, a majority
of whom are also  officers of each Vanguard  fund,  and subject to the operating
procedures and guidelines described below. The Committee reports directly to the
Board. The Vanguard Group,  Inc.  ("Vanguard") is subject to these guidelines to
the extent the guidelines call for Vanguard to administer the voting process and
implement  the  resulting  voting  decisions,  and for that  purpose  have  been
approved by the Board of Directors of Vanguard.

     The  overarching  objective in voting is simple:  to support  proposals and
director nominees that maximize the value of a fund's  investments--and those of
fund  shareholders--over  the long term. While the goal is simple, the proposals
the funds receive are varied and  frequently  complex.  As such,  the guidelines
adopted by the Board provide a rigorous  framework for assessing  each proposal.
Under the  guidelines,  each proposal must be evaluated on its merits,  based on
the particular facts and circumstances as presented.

     For ease of reference,  the procedures  and  guidelines  often refer to all
funds,  however,  our processes  and practices  seek to ensure that proxy voting
decisions  are  suitable  for  individual   funds.  For  most  proxy  proposals,
particularly those involving corporate governance, the evaluation will result in
the same position  being taken across all of the funds and the funds voting as a
block. In some cases,  however, a fund may vote differently,  depending upon the
nature and objective of the funds,  the  composition  of its portfolio and other
factors.

     The guidelines do not permit the Board to delegate voting responsibility to
a third party that does not serve as a  fiduciary  for the funds.  Because  many
factors bear on each decision,  the guidelines incorporate factors the Committee
should consider in each voting decision.  A fund may refrain from voting if that
would be in the fund's and its shareholders' best interests. These circumstances
may arise,  for example,  when the expected cost of voting  exceeds the expected
benefits of voting,  or exercising the vote results in the imposition of trading
or other restrictions.

     In evaluating proxy proposals,  we consider  information from many sources,
including but not limited to the investment advisor for the fund,  management or
shareholders of a company presenting a proposal,  and independent proxy research
services.  We  will  give  substantial  weight  to  the  recommendations  of the
company's board,  absent guidelines or other specific facts that would support a
vote against management. In all cases, however, the ultimate decision rests with
the members of the Proxy Oversight Committee,  who are accountable to the fund's
Board.

     While serving as a framework,  the following  guidelines cannot contemplate
all possible  proposals with which a fund may be presented.  In the absence of a
specific  guideline  for  a  particular   proposal  (e.g.,  in  the  case  of  a
transactional  issue or contested proxy),  the Committee will evaluate the issue
and cast the  fund's  vote in a  manner  that,  in the  Committee's  view,  will
maximize  the  value  of  the  fund's  investment,  subject  to  the  individual
circumstances of the fund.


I. THE BOARD OF DIRECTORS

A. ELECTION OF DIRECTORS

Good governance starts with a  majority-independent  board, whose key committees
are comprised  entirely of  independent  directors.  As such,  companies  should
attest  to  the  independence  of  directors  who  serve  on  the  Compensation,
Nominating,  and Audit  committees.  In any  instance in which a director is not
categorically  independent,  the basis for the independence determination should
be clearly explained in the proxy statement.




     While the funds will generally support the board's nominees,  the following
factors will be taken into account in determining each fund's vote:






FACTORS FOR APPROVAL                                   FACTORS AGAINST APPROVAL
- --------------------                                   ------------------------
                                                    
Nominated slate results in board comprised of a        Nominated slate results in board comprised of a majority of non-
majority of independent directors.                     independent directors.

All members of Audit, Nominating, and Compensation     Audit, Nominating, and/or Compensation committees include non-
committees are independent of management.              independent members.

                                                       Incumbent board member failed to attend at least 75% of meetings in the
                                                       previous year.

                                                       Actions of committee(s) on which nominee serves are inconsistent with
                                                       other guidelines (e.g., excessive option grants, substantial non-audit fees,
                                                       lack of board independence).


B. CONTESTED DIRECTOR ELECTIONS

In the  case of  contested  board  elections,  we will  evaluate  the  nominees'
qualifications, the performance of the incumbent board, as well as the rationale
behind the dissidents'  campaign,  to determine the outcome that we believe will
maximize shareholder value.


C. CLASSIFIED BOARDS

The funds  will  generally  support  proposals  to  declassify  existing  boards
(whether  proposed by  management  or  shareholders),  and will block efforts by
companies to adopt classified board structures,  in which only part of the board
is elected each year.


II. APPROVAL OF INDEPENDENT AUDITORS

The  relationship  between  the  company  and its  auditors  should  be  limited
primarily  to  the  audit,  although  it may  include  certain  closely  related
activities  that do not,  in the  aggregate,  raise any  appearance  of impaired
independence.  The funds will generally support management's  recommendation for
the   ratification  of  the  auditor,   except  in  instances  where  audit  and
audit-related  fees make up less than 50% of the total fees paid by the  company
to the audit firm. We will evaluate on a case-by-case  basis  instances in which
the  audit  firm has a  substantial  non-audit  relationship  with  the  company
(regardless  of its  size  relative  to the  audit  fee)  to  determine  whether
independence has been compromised.


III. COMPENSATION ISSUES


A. STOCK-BASED COMPENSATION PLANS

Appropriately  designed  stock-based  compensation  plans,  administered  by  an
independent  committee  of the board and  approved  by  shareholders,  can be an
effective way to align the interests of long-term shareholders and the interests
of management, employees, and directors. Conversely, the funds oppose plans that
substantially   dilute  their  ownership   interest  in  the  company,   provide
participants with excessive awards, or have inherently  objectionable structural
features.

     An independent  compensation  committee should have significant latitude to
deliver varied  compensation to motivate the company's  employees.  However,  we
will  evaluate  compensation  proposals  in the  context of  several  factors (a
company's  industry,  market  capitalization,  competitors for talent,  etc.) to
determine  whether a particular  plan or proposal  balances the  perspectives of
employees and the company's other  shareholders.  We will evaluate each proposal
on a  case-by-case  basis,  taking all  material  facts and  circumstances  into
account.



The  following  factors  will be among  those  considered  in  evaluating  these
proposals.





FACTORS FOR APPROVAL                                                     FACTORS AGAINST APPROVAL
- --------------------                                                     ------------------------
                                                                      
Company requires senior executives to hold a minimum amount of company   Total potential dilution (including all stock-based plans)
stock (frequently expressed as a multiple of salary).                    shares outstanding.

Company requires stock acquired through option exercise to be held for   Annual option grants have exceeded 2% of shares
a certain period of time.                                                outstanding.

Compensation program includes performance-vesting awards, indexed        Plan permits repricing or replacement of options without
options or other performance-linked grants.                              shareholder approval.

Concentration of option grants to senior executives is limited           Plan provides for the issuance of reload options.
(indicating that the plan is very broad-based).

Stock-based compensation is clearly used as a substitute for cash in     Plan contains automatic share replenishment (evergreen)fea-
delivering market-competitive total pay.                                 ture






B. BONUS PLANS

Bonus plans,  which must be periodically  submitted for shareholder  approval to
qualify for  deductibility  under Section  162(m) of the Internal  Revenue Code,
should have clearly defined performance criteria and maximum awards expressed in
dollars. Bonus plans with awards that are excessive,  in both absolute terms and
relative to a comparative group, generally will not be supported.


C. EMPLOYEE STOCK PURCHASE PLANS

The funds will  generally  support the use of employee  stock  purchase plans to
increase  company stock ownership by employees,  provided that shares  purchased
under the plan are  acquired for no less than 85% of their market value and that
shares reserved under the plan comprise less than 5% of the outstanding shares.


D. EXECUTIVE SEVERANCE AGREEMENTS (GOLDEN PARACHUTES)

While executives' incentives for continued employment should be more significant
than severance  benefits,  there are  instances--particularly  in the event of a
change in control--in which severance arrangements may be appropriate. Severance
benefits  triggered  by a change in control  that do not exceed  three  times an
executive's  salary and bonus may  generally  be  approved  by the  compensation
committee of the board without submission to shareholders.  Any such arrangement
under which the beneficiary  receives more than three times salary and bonus--or
where severance is guaranteed  absent a change in  control--should  be submitted
for shareholder approval.


IV. CORPORATE STRUCTURE AND SHAREHOLDER RIGHTS

The exercise of shareholder  rights, in proportion to economic  ownership,  is a
fundamental  privilege  of stock  ownership  that  should  not be  unnecessarily
limited.  Such limits may be placed on shareholders' ability to act by corporate
charter or by-law provisions, or by the adoption of certain takeover provisions.
In  general,  the market for  corporate  control  should be allowed to  function
without undue interference from these artificial barriers.

     The funds'  positions on a number of the most commonly  presented issues in
this area are as follows:


A. SHAREHOLDER RIGHTS PLANS (POISON PILLS)

A company's  adoption of a so-called poison pill effectively  limits a potential
acquirer's  ability to buy a  controlling  interest  without the approval of the
target's  board of directors.  Such a plan, in  conjunction  with other takeover
defenses, may serve to entrench incumbent management and directors.  However, in
other cases,  a poison pill may force a suitor to  negotiate  with the board and
result in the payment of a higher acquisition premium.

     In general,  shareholders  should be afforded  the  opportunity  to approve
shareholder  rights plans  within a year of their  adoption.  This  provides the
board with the  ability to put a poison pill in place for  legitimate  defensive
purposes,  subject to subsequent  approval by  shareholders.  In evaluating  the
approval of proposed  shareholder  rights plans,  we will consider the following
factors:





                                            
FACTORS FOR APPROVAL                           FACTORS AGAINST APPROVAL
- --------------------                           ------------------------
Plan is relatively short-term (3-5 years).     Plan is long term (>5 years).

Plan requires shareholder approval             Renewal of plan is automatic or does not require shareholder approval.
for renewal.

Plan incorporates review by a committee        Ownership trigger is less than 15%.
of independent directors at least
every three years (so-called TIDE
provisions).

Plan includes permitted bid/qualified offer    Classified board.
feature (chewable pill) that mandates
shareholder vote in certain situations.

Ownership trigger is reasonable (15-20%).      Board with limited independence.

Highly independent, non-classified board.



B. CUMULATIVE VOTING

The funds are generally  opposed to cumulative  voting under the premise that it
allows  shareholders a voice in director elections that is  disproportionate  to
their economic investment in the corporation.


C. SUPERMAJORITY VOTE REQUIREMENTS

The funds support  shareholders'  ability to approve or reject matters presented
for a vote  based on a simple  majority.  Accordingly,  the funds  will  support
proposals to remove  supermajority  requirements  and oppose proposals to impose
them.


D. RIGHT TO CALL MEETINGS AND ACT BY WRITTEN CONSENT

The funds support shareholders' right to call special meetings of the board (for
good cause and with ample  representation)  and to act by written  consent.  The
funds will  generally  vote for proposals to grant these rights to  shareholders
and against proposals to abridge them.


E. CONFIDENTIAL VOTING

The integrity of the voting process is enhanced  substantially when shareholders
(both  institutions  and  individuals)  can vote  without  fear of  coercion  or
retribution  based on their  votes.  As such,  the funds  support  proposals  to
provide confidential voting.


F. DUAL CLASSES OF STOCK

We are opposed to dual class  capitalization  structures that provide  disparate
voting  rights  to  different  groups  of  shareholders  with  similar  economic
investments.  We will oppose the  creation of separate  classes  with  different
voting rights and will support the dissolution of such classes.


V. CORPORATE AND SOCIAL POLICY ISSUES

Proposals  in this  category,  initiated  primarily by  shareholders,  typically
request that the company disclose or amend certain business practices. The Board
generally believes that these are "ordinary business matters" that are primarily
the  responsibility of management and should be evaluated and approved solely by
the corporation's board of directors. Often, proposals may address concerns with
which the Board philosophically  agrees, but absent a compelling economic impact
on shareholder  value (e.g.,  proposals to require  expensing of stock options),
the funds will typically  abstain from voting on these proposals.  This reflects
the belief that regardless of our philosophical  perspective on the issue, these
decisions  should be the  province  of  company  management  unless  they have a
significant,  tangible impact on the value of a fund's investment and management
is not responsive to the matter.


VI. VOTING IN FOREIGN MARKETS

Corporate governance standards,  disclosure  requirements,  and voting mechanics
vary greatly among the markets  outside the United States in which the funds may
invest.  Each fund's  votes will be used,  where  applicable,  to  advocate  for
improvements in governance and disclosure by each fund's portfolio companies. We
will evaluate issues  presented to shareholders for each fund's foreign holdings
in the context  with the  guidelines  described  above,  as well as local market
standards  and best  practices.  The  funds  will cast  their  votes in a manner
believed to be  philosophically  consistent with these guidelines,  while taking
into account differing practices by market. In addition,  there may be instances
in which the funds elect not to vote, as described below.


     Many foreign  markets  require that securities be "blocked" or reregistered
to  vote  at a  company's  meeting.  Absent  an  issue  of  compelling  economic
importance,  we will  generally  not subject  the fund to the loss of  liquidity
imposed by these requirements.

     The costs of voting  (e.g.,  custodian  fees,  vote agency fees) in foreign
markets may be substantially  higher than for U.S.  holdings.  As such, the fund
may limit its voting on foreign holdings in instances where the issues presented
are unlikely to have a material impact on shareholder value.


VII. VOTING ON A FUND'S HOLDINGS OF OTHER VANGUARD FUNDS

Certain Vanguard funds (owner funds) may, from time to time, own shares of other
Vanguard funds  (underlying  funds). If an underlying fund submits a matter to a
vote of its  shareholders,  votes for and against  such matters on behalf of the
owner  funds  will be cast in the same  proportion  as the  votes  of the  other
shareholders in the underlying fund.


VIII. THE PROXY VOTING GROUP

The Board has  delegated  the  day-to-day  operations of the funds' proxy voting
process to the Proxy Voting  Group,  which the  Committee  oversees.  While most
votes will be determined,  subject to the individual circumstances of each fund,
by reference to the guidelines as separately adopted by each of the funds, there
may be circumstances  when the Proxy Voting Group will refer proxy issues to the
Committee  for  consideration.  In  addition,  at any  time,  the  Board has the
authority to vote proxies,  when, in the Board's or the Committee's  discretion,
such action is warranted.

     The Proxy Voting Group performs the following functions: (1) managing proxy
voting vendors;  (2) reconciling share positions;  (3) analyzing proxy proposals
using  factors  described in the  guidelines;  (4)  determining  and  addressing
potential or actual  conflicts of interest that may be presented by a particular
proxy; and (5) voting proxies. The Proxy Voting Group also prepares periodic and
special reports to the Board, and any proposed  amendments to the procedures and
guidelines.

IX. THE PROXY OVERSIGHT COMMITTEE

The Board,  including  a majority  of the  independent  trustees,  appoints  the
members of the Committee who are senior officers of Vanguard, a majority of whom
are also officers of each Vanguard fund.

     The Committee does not include anyone whose primary duties include external
client relationship management or sales. This clear separation between the proxy
voting and client relationship  functions is intended to eliminate any potential
conflict of interest in the proxy voting  process.  In the unlikely event that a
member of the  Committee  believes  he or she might have a conflict  of interest
regarding  a proxy  vote,  that  member  must  recuse  him or  herself  from the
committee  meeting at which the matter is addressed,  and not participate in the
voting decision.

     The  Committee  works with the Proxy  Voting  Group to provide  reports and
other guidance to the Board regarding  proxy voting by the funds.  The Committee
has an  obligation  to conduct its meetings  and  exercise  its  decision-making
authority  subject  to the  fiduciary  standards  of good  faith,  fairness  and
Vanguard's  Code of Ethics.  The Committee  shall authorize proxy votes that the
Committee  determines,  in its sole  discretion,  to be in the best interests of
each  fund's  shareholders.  In  determining  how to apply the  guidelines  to a
particular  factual  situation,  the  Committee  may not take into  account  any
interest  that  would  conflict  with  the  interest  of  fund  shareholders  in
maximizing the value of their investments.

     The Board may review these  procedures  and guidelines and modify them from
time to time. The procedures and guidelines are available on Vanguard's  website
at www.vanguard.com.

     You may obtain a free copy of a report that details how the funds voted the
proxies  relating to the  portfolio  securities  held by the funds for the prior
12-month  period ended June 30 by logging on to  Vanguard's  internet  site,  at
www.vanguard.com, or the SEC's website at www.sec.gov.








































(C)2006 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.
                                                                          012006