VANGUARD FUNDS(R)

             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  day-to-day oversight of proxy voting to the Proxy
Oversight  Committee (the Committee),  comprised of senior Vanguard officers and
subject  to  the  operating  procedures  and  guidelines  described  below.  The
Committee reports directly to the Board.

     Our  overarching  objective in voting is simple:  to support  proposals and
director nominees that maximize the value of a fund's  investments--and those of
our fund  shareholders--over  the long  term.  While  our  goal is  simple,  the
proposals we receive are varied and frequently  complex.  The guidelines adopted
by the Board provide a rigorous framework for assessing each proposal. The Board
has  designed  the  guidelines  to stress  Vanguard's  role as a fiduciary  with
responsibility  for  evaluating  each  proposal  on  its  merits,  based  on the
particular  facts and  circumstances  as  presented.  For most proxy  proposals,
particularly those involving corporate governance, the evaluation will result in
the funds voting as a block. In some cases, however, funds may vote differently,
depending upon the nature and objective of the funds,  the  composition of their
portfolios and other factors.

     The guidelines do not permit Vanguard 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
refraining  from  voting  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 the portfolio  manager 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.


I. THE BOARD OF DIRECTORS


A. ELECTION OF DIRECTORS

We believe that good governance starts with a majority-independent  board, whose
key committees are comprised entirely of independent directors. 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 we will  generally  support  the board's  nominees,  we will take the
following factors into account in determining our vote:





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

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

We 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

We believe that 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.  We 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 we believe independence has
been compromised.


III. COMPENSATION ISSUES


A. STOCK-BASED COMPENSATION PLANS

We  believe  that  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,  we oppose plans that substantially dilute our 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   Total potential dilution (including all
hold a minimum amount                   stock-based plans) exceeds 15% of
of company stock (frequently expressed  shares outstanding.
as a multiple of salary).

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

Compensation program includes           Plan permits repricing or replacement
performance-vesting awards, indexed     of options wihtout shareholder
options or other performance-linked     approval.
grants.

Concentration of option grants to       Plan provides for the issuance of reload
senior executives is limited            options.
(indicating that the plan is very
broad-based).
                                        Plan contains automatic share
Stock-based compensation is clearly     replenishment (evergreen) feature.
used as a substitute for cash in
delivering market-competitive total pay.






B. BONUS PLANS

Bonus plans,  which must be periodically  submitted for shareholder  approval to
qualify for  deductibility  under Section 162(m) of the IRC, 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

We 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 we believe that 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

We believe  the  exercise  of  shareholder  rights,  in  proportion  to economic
ownership,  to be 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.  We believe  that,  in general,  the market for  corporate
control  should be allowed to function  without  undue  interference  from these
artificial barriers.


 Our 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 pill may force a suitor to negotiate with the board and result in
the payment of a higher acquisition premium.

     In general, we believe that 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           Plan is long term (>5 years).
(3-5 years).

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

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

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

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

Highly independent, non-classified
board.





B. CUMULATIVE VOTING

We 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

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


D. RIGHT TO CALL MEETINGS AND ACT BY WRITTEN CONSENT

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


E. CONFIDENTIAL VOTING

We believe that 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.  We 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.  We
generally believe 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 we  philosophically  agree,  but absent a  compelling  economic  impact on
shareholder value (e.g.,  proposals to require  expensing of stock options),  we
will typically abstain from voting on these proposals.  This reflects our 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 our investment and, we don't view management as
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. We will use our votes, where applicable, to advocate for improvements in
governance and disclosure by our portfolio  companies.  We will evaluate  issues
presented  to  shareholders  for our foreign  holdings  in the context  with the
guidelines  described  above,  as  well  as  local  market  standards  and  best
practices.  We will cast our votes in a manner we believe to be  philosophically
consistent with our guidelines, while taking into account differing practices by
market.  In addition,  there may be instances in which we 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  function of voting proxies for the funds
to the Proxy Voting Group, which the Proxy Oversight Committee  oversees.  While
most votes will be determined  through  Vanguard's  procedures  and  guidelines,
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  principals  of  Vanguard,  and who have the
requisite expertise to oversee proxy voting for the Vanguard funds.

     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 Vanguard  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 the funds' 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 http://www.sec.gov.





(C)2005 The Vanguard Group, Inc. All rights reserved.
Vanguard Marketing Corporation, Distributor.                             052005