As filed with the Securities and Exchange Commission on May 27, 1998
                                             Securities Act File No. 33-8553
===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form N-14

                         REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933 /X/                     

                     VANGUARD QUANTITATIVE PORTFOLIOS, INC.
              (Exact Name of Registrant as Specified in Charter)



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


                                 (610) 669-1000
                 (Registrant's Area Code and Telephone Number)


                                 P.O. Box 2600
                            Valley Forge, PA 19482
                    (Name and Address of Agent for Service)

                                With copies to:

                             Jack W. Murphy, Esq.
                            Dechert Price & Rhoads
                             1775 Eye Street, N.W.
                            Washington, D.C. 20006

                           ------------------------
                 Approximate Date of Proposed Public Offering:
  As soon as practicable after this Registration Statement becomes effective.


     Title of Securities Being Registered: Shares of beneficial interest of the
registrant's Vanguard Growth and Income Portfolio. No filing fee is due because
of reliance on Section 24(f ) of the Investment Company Act of 1940.

     Pursuant to Rule 488(a) under the Securities Act of 1933, this registration
statement will become effective on the thirtieth day after the date upon which
it is filed.

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



                             CROSS REFERENCE SHEET

           Pursuant to Rule 481(a) Under the Securities Act of 1933



Item of Form N-14                                     Location in the Prospectus
                                                
PART A
 1.  Beginning of Registration Statement and Outside
     Front Cover Page of Prospectus ................  Cross Reference Sheet; Notice of Special Meeting
                                                      of Shareholders; Introduction
 2.  Beginning and Outside Back Cover Page
     of Prospectus .................................  Table of Contents

 3.  Fee Table, Synopsis Information, and
     Risk Factors ..................................  Overview; Investment Practices and Risk
                                                      Considerations

 4.  Information About the Transactions ............  Overview; Information About the Reorganization

 5.  Information About the Registrant ..............  Introduction; Overview; Special Considerations
                                                      and Risk Factors; Fees and Expenses; Additional
                                                      Information about the Funds; Appendix B

 6.  Information About the Company Being
     Acquired ......................................  Introduction; Overview; Special Considerations
                                                      and Risk Factors; Fees and Expenses; Additional
                                                      Information about the Funds; Incorporation by
                                                      reference of prospectus for Vanguard/Trustees'
                                                      Equity Fund - U.S. Portfolio.

 7.  Voting Information ............................  Notice of Special Meeting of Shareholders;
                                                      Introduction; General Information

 8.  Interest of Certain Persons and Experts .......  General Information

 9.  Additional Information Required for Reoffering
     by Persons Deemed to be Underwriters ..........  (Not Applicable)

PART B
10.  Cover Page ....................................  Cover Page

11.  Table of Contents .............................  Cover Page

12.  Additional Information about the Registrant ...  Incorporation of Documents by Reference in
                                                      Statement of Additional Information

13.  Additional Information about the Company
     Being Acquired ................................  Not Applicable

14.  Financial Statements ..........................  Incorporation of Documents by Reference in
                                                      Statement of Additional Information

PART C
15 - 17 ..........................................    Information required to be included in Part C is
                                                      set forth under the appropriate Item, so
                                                      numbered, in Part C of this Registration
                                                      Statement.






Important News for Shareholders of

Vanguard/Trustees' Equity Fund--U.S. Portfolio


Please Vote Immediately!

You can vote by mail, telephone, or our website . . . details can be found on
the enclosed proxy insert.


Proxy Information
Vanguard/Trustees' Equity Fund--U.S. Portfolio

The U.S. Portfolio will host a Special Meeting of Shareholders on July 31, 1998,
at Vanguard's headquarters in Malvern, Pennsylvania. The purpose is to vote on a
proposal to reorganize the U.S. Portfolio into Vanguard Growth and Income
Portfolio on a tax-free basis.

     The first two pages of this booklet highlight key points about the proposed
reorganization and explain the proxy process--including how to cast your votes.
Before you vote, please read the full text of the combined proxy statement and
prospectus for a complete understanding of our proposal.


                  KEY POINTS ABOUT THE PROPOSED REORGANIZATION


Purpose of the Reorganization
The purpose of the merger is to make your fund a part of Growth and Income
Portfolio, a larger Vanguard fund that has a very similar investment objective
and investment policies. After 18 years of operation, the U.S. Portfolio has
attracted only a modest level of investor interest, and its investment
characteristics have come to mirror those of Growth and Income Portfolio. Your
Board of Trustees believes that it is in shareholders' best interests to simply
merge the two funds.


Lower Costs for Shareholders:
Due to its larger size and more favorable advisory contract, Growth and Income
Portfolio enjoys greater operating efficiencies--and lower operating
expenses--than your fund. U.S. Portfolio's total expense ratio for 1997 was
0.49%--an annual cost to shareholders of $4.90 for each $1,000 invested. By
contrast, Growth and Income Portfolio's total expense ratio for 1997 was
0.36%--an annual cost to shareholders of $3.60 for each $1,000 invested.


How the Reorganization Will Affect Your Account
If shareholders approve the merger, we'll exchange all of your U.S. Portfolio
shares, on a tax-free basis, for an equivalent dollar amount of Growth and
Income Portfolio shares. Your account registration and account options will
remain the same. (There is one notable exception here: Growth and Income
Portfolio doesn't permit telephone exchanges for non-retirement accounts.) In
addition, your aggregate cost basis in the account will remain the same,
although your nominal per share cost will change as a result of the two funds'
different share prices.


Tax Notes
The reorganization will be accomplished on a tax-free basis, meaning that you
won't realize any capital gains when your U.S. Portfolio shares are exchanged
for shares of Growth and Income Portfolio. However, you should pay close
attention to these points:



                                                                               1


     o U.S. Portfolio's final distribution. At the time of the reorganization,
       U.S. Portfolio will make a final distribution of its accumulated
       dividends and realized capital gains. If you are a taxable investor,
       think twice before purchasing additional shares of the U.S. Portfolio. A
       portion of your investment would likely come back to you in the form of a
       taxable distribution.

     o Growth and Income Portfolio's year end distribution. Following the
       reorganization, shareholders of the former U.S. Portfolio will
       participate fully in Growth and Income Portfolio's year-end distribution.
       If made today, this distribution would amount to approximately 2.2% of
       each shareholder's investment in Growth and Income Portfolio.


Interim Change in Investment Adviser for U.S. Portfolio 
In anticipation of the reorganization, Franklin Portfolio Associates--which we
call FPA--has replaced Geewax, Terker as investment adviser to U.S. Portfolio.
FPA is the investment advisory firm that has managed Growth and Income Portfolio
since its inception in 1986. During this interim period, U.S. Portfolio will pay
FPA annualized advisory fees amounting to 0.08% of average fund assets. Geewax,
on the other hand, received 1997 advisory fees from U.S. Portfolio amounting to
0.22% of average fund assets.


                                    - Q&A -


Q. I'm a small investor. Why should I bother to vote?

A. Your vote makes a difference. If numerous shareholders just like you fail to
vote their proxies, U.S. Portfolio may not receive enough votes to go forward
with its meeting. If this happens, we'll need to mail proxies again--a costly
proposition for your fund!


Q. Didn't I just vote a proxy for U.S. Portfolio a few months ago?

A. If you owned shares of U.S. Portfolio on April 13, 1998, this is the second
proxy that you've received for this account this year. Unfortunately, the SEC's
special requirements for merger proposals made it impractical to include this
matter in our earlier proxy. Please bear with us, read yet another proxy
statement, and vote again!


Q. Who gets to vote?

A. Any person who owned shares of U.S. Portfolio on the "record date," which was
June 18, 1998, gets to vote--even if the investor later sold the shares.
Shareholders are entitled to cast one vote for each dollar invested in U.S.
Portfolio on the record date.


Q. How can I vote?

A. You can vote in any one of four ways:

   o Through the Internet at www.proxyvote.com (or by going to www.vanguard.com
     and clicking on "Proxy Voting").

     o By telephone, with a toll-free call to the number listed on your proxy
     card.

     o By mail, with the enclosed ballot.

     o In person at the meeting.


2


We encourage you to vote by Internet or telephone, using the 12-digit "control"
number that appears on your proxy card. These voting methods will save your fund
a good deal of money (no return-mail postage!). Whichever method you choose,
please take the time to read the full text of our proxy statement before you
vote.


Q. Is it hard to vote by Internet?

A. Not at all! If you have not yet visited Vanguard's website--at
www.vanguard.com--this is a great opportunity to check it out. Scan our website
and, when you're ready, click on the "Proxy Voting" link on our homepage to
access www.proxyvote.com (the voting location). Problems? Please call us at
1-800-891-5345.


Q. I plan to vote by mail. How should I sign my proxy card?

A. If you are an individual account owner, please sign exactly as your name
appears on the proxy card. Either owner of a joint account may sign the proxy
card, but the signer's name must exactly match one that appears on the card. You
should sign proxy cards for other types of accounts in a way that indicates your
authority (for instance, "John Brown, Custodian").



                                                                               3



                 Vanguard Trustees' Equity Fund--U.S. Portfolio


                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS



Your Vanguard fund will host a Special Meeting of Shareholders on Friday, July
31, 1998, at 9:30 a.m., Eastern time. The meeting will be held at Vanguard's
Malvern, Pennsylvania headquarters, at 100 Vanguard Boulevard, in the Majestic
Building. At the meeting, we'll ask shareholders to vote on:


     1. A proposal to reorganize U.S. Portfolio into Vanguard Growth and Income
Portfolio.


     2. Any other business properly brought before the meeting.


                                                      By Order of the Board of
                                                      Trustees
                                                      Raymond J. Klapinsky,
                                                      Secretary



June *, 1998





- - -------------------------------------------------------------------------------

                            YOUR VOTE IS IMPORTANT!

 You can vote easily and quickly by toll-free telephone call, at our website, or
 by mail. Just follow the simple instructions that appear on your enclosed proxy
 card. Please help your fund avoid the expense of a follow-up mailing by voting
 today!

- - --------------------------------------------------------------------------------



4


                 Vanguard/Trustees' Equity Fund--U.S. Portfolio


                        Special Meeting of Shareholders
                                 July 31, 1998


                      COMBINED PROXY STATEMENT/PROSPECTUS


                                  Introduction


Proposal summary. This proxy statement describes a proposal to make your fund a
part of Vanguard Growth and Income Portfolio, a larger Vanguard fund that has a
very similar investment objective and investment policies. The reorganization
involves two basic steps. First, your fund will transfer all of its assets and
liabilities to Growth and Income Portfolio. Simultaneously, Growth and Income
Portfolio will credit your Vanguard account with shares that are equivalent in
value to your U.S. Portfolio investment at the time of the reorganiztion.


Read and keep these documents. Please read the entire proxy statement, along
with the enclosed Vanguard/Growth and Income Portfolio prospectus dated May *,
1998, before casting your vote. (The prospectus is, by reference, considered
part of this proxy statement.) These documents contain information that is
important to your proxy decision, and you should keep them for future reference.


Additional information is available. Growth and Income Portfolio's Statement of
Additional Information (dated May *, 1998) and its 1997 Annual Report to
Shareholders each contain important information about the Portfolio. These
documents have been filed with the U.S. Securities and Exchange Commission and
are considered part of this proxy statement by reference. You can obtain copies
of these documents without charge by contacting Vanguard (1-800-xxx-xxxx) or
visiting the SEC's website (www.sec.gov). Copies of the U.S. Portfolio's
prospectus and Statement of Additional Information (both dated May *, 1998),
along with its most recent annual report for shareholders, are also available
without charge from Vanguard or at the SEC's website.







- - -------------------------------------------------------------------------------

 These securities have not been approved or disapproved by the Securities and
 Exchange Commission, nor has the Securities and Exchange Commission passed upon
 the accuracy of this combined proxy statement/prospectus. Any representation to
 the contrary is a criminal offense.

- - -------------------------------------------------------------------------------



                                                                               5



                                   OVERVIEW

     This section summarizes key information concerning your fund's proposal.
Keep in mind that more detailed information appears throughout the proxy
statement and the accompanying prospectus. Please be sure to read everything.

     The Proposed Reorganization. At their meeting on May 15, 1998, your fund's
Board of Trustees approved a plan to reorganize U.S. Portfolio into
Vanguard Growth and Income Portfolio. The plan calls for U.S. Portfolio to
transfer all of its assets and liabilities to Growth and Income Portfolio in
exchange for shares of that fund. Shareholders of U.S. Portfolio would receive
Growth and Income Portfolio shares that are equivalent in value to their
investments at the time of the reorganization, and U.S. Portfolio then would be
terminated. All of this would happen on a single day, which is currently
expected to be August 15, 1998, assuming that a majority of your fund's
outstanding shares approve this proposal.

     We believe that the proposed reorganization is in the best interests of
U.S. Portfolio and its shareholders (more on this further into the proxy
statement). Also, the reorganization will not dilute the interests of U.S.
Portfolio shareholders. If we don't win shareholder approval of the
reorganization, U.S. Portfolio will continue in existence and the Board of
Trustees consider whether further action is appropriate.

     Investment Objectives and Policies of Each Fund. Growth and Income
Portfolio and U.S. Portfolio have investment objectives and policies that are
similar. The primary investment objective of Growth and Income Portfolio is to
realize a total investment return (dividend income plus capital change) greater
than the return of the aggregate U.S. stock market, as measured by the Standard
& Poor's 500 Composite Stock Price Index. The investment objective of U.S.
Portfolio is to provide long-term capital growth and a modest amount of income
by investing in equity securities of U.S. companies.

     Growth and Income Portfolio seeks its investment objective by investing
primarily in securities that are included in the S&P 500 Index, and it is
expected that the aggregate investment characteristics of the Portfolio will be
similar to those of the Index. U.S. Portfolio seeks its investment objective by
investing between 50% and 70% of its assets in common stocks of U.S. companies
that display value investment characteristics and the remaining portion of its
assets in growth-oriented common stocks of U.S. companies.

     The investment objectives and policies of the Portfolios are discussed in
more detail in "Investment Practices and Risk Considerations" below. For
complete descriptions of the investment objectives and policies of the
Portfolios, please read each Portfolio's prospectus and statement of additional
information.

     Investment Advisers. The investment adviser for both Growth and Income
Portfolio and, as of May 18, 1998, U.S. Portfolio is Franklin Portfolio
Associates LLC (whom we call FPA), Two International Place, Boston, MA 02110.
Under separate investment advisory agreements with each Portfolio, FPA manages
the investment and reinvestment of the Portfolios' assets and continuously
reviews, supervises, and directs the Portfolios' investment programs.

     FPA's agreement with Growth and Income Portfolio is dated April 1, 1996;
its agreement with U.S. Portfolio is dated May 21, 1998, FPA is a professional
investment counseling firm which specializes in the management of common stock
portfolios through the use of quantitative investment models. Founded in 1982,
Franklin, a Massachusetts limited liability company, is a wholly-owned indirect
subsidiary of Mellon Bank Corporation. As of December 31, 1997, Franklin
provided investment advisory services with respect to approximately $10.7
billion of client assets. Franklin also serves as adviser to approximately
one-third of the equity investments of Vanguard/Morgan Growth Fund, another
mutual fund member of The Vanguard Group. 


6



     Prior to May 21, 1998, Geewax, Terker & Company, 99 Starr Street,
Phoenixville, PA 19460, was the investment adviser to U.S. Portfolio. Geewax,
Terker, an investment advisory firm founded in 1982, currently manages
approximately ______ billion in assets for institutional endowment and pension
funds. On May 15, 1998, your fund's Board voted to replace Geewax, Terker with
FPA pursuant to Rule 15a-4 under the 1940 Act which permits the Board to appoint
a new investment adviser for an interim 120-day period. Geewax, Terker was
notified of its replacement on May 18, 1998. The Board decided to take this
action in anticipation of the reorganization. The Board believed this step to be
in the best interests of shareholders because following the reorganization,
assuming approval by shareholders, the combined assets would be managed by FPA.


     Fees and Expenses. Growth and Income Portfolio pays FPA 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 Portfolio's average month-end
net assets for the quarter:


        Net Assets                                Rate
        ----------                                ----
        First $100 million .....................  .30%
        Next $650 million ......................  .15%
        Over $750 million ......................  .10%


     This fee may be increased or reduced by applying an adjustment formula
based on the investment performance of Growth and Income Portfolio relative to
the S&P 500 Index.



            Three Year Performance                          Annual Incentive (+)
          Differential vs. The S&P 500 Index               /Penalty (-) Fee Rate
          ----------------------------------               --------------------- 
                                             
       +6% or more above .....................  +.20% of first $100 million
                                                +.10% of amounts in excess of $100 million
       +3% but less than +6% .................  +.10% of first $100 million
                                                +.05% of amounts in excess of $100 million
       between +3% and -3% ...................  - 0 -
       between -3% but less than -6% .........  -.10% of first $100 million
                                                -.05% of amounts in excess of $100 million
       -6% or more below .....................  -.20% of first $100 million
                                                -.10% of amounts in excess of $100 million



     Accordingly, given the current asset level of Growth and Income Portfolio,
the maximum possible fee payable to FPA by Growth and Income Portfolio under
the agreement would be ___ of net assets and the minimum possible fee payable
thereunder would be ___ of net assets.

     U.S. Portfolio pays FPA a flat fee amounting to 0.08% of its average net
assets (annualized).

     Prior to May 21, 1998, Geewax, Terker & Company was the investment adviser
of U.S. Portfolio. Geewax, Terker was paid an advisory fee at the end of each
fiscal quarter based on U.S. Portfolio's average month-end net assets during the
quarter, multiplied by an annual percentage rate of 0.40%.


                                                                               7


     The basic advisory fee paid to Geewax, Terker & Company, as provided above,
could have been increased or decreased by applying an incentive/penalty fee
adjustment based on the investment performance of the Portfolio relative to the
investment performance of S&P 500 Index over the preceding 36-month period as
follows: 

        Cumulative Three-Year Performance                     Performance Fee
        Differential vs. S&P 500 Index                          Adjustment*
        ---------------------------------                    ----------------
        +4.5% points or more .............................         0.50%
        +2.25% points but less than +4.5% points .........            0
        Less than +2.25% points ..........................        -0.50%


*For purposes of this calculation, the basic advisory fee is calculated by
applying the quarterly rate against average assets over the 36-month period.

     Accordingly, the maximum possible fee payable to Geewax, Terker by U.S.
Portfolio under the agreement would have been ____% of net assets and the
minimum possible fee would have been ____% of net assets.

For more information about fees and expenses, see "Fees and Expenses."


     Purchase, Redemption, and Exchange Information. The purchase, redemption
and exchange procedures and privileges for U.S. Portfolio and Growth and Income
Portfolio are substantially the same. Purchase procedures for the Portfolios are
virtually identical and are described on page ___ of the Growth and Income
Portfolio Prospectus. In addition, shareholders of both Portfolios may exchange
shares for shares of other Vanguard Funds by following the procedures described
on page ___ of the Growth and Income Prospectus. One important exception here is
that, unlike U.S. Portfolio, Growth and Income Portfolio does not accept
telephone exchanges for non-retirement accounts.

     Federal Income Tax Consequences of the Reorganization. It is expected that
the Reorganization will constitute a tax-free reorganization within the meaning
of section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"). We will not proceed with the reorganization until legal counsel
provides us with an opinion to the effect that the reorganization will be
tax-free and will not cause U.S. Portfolio or its shareholders to recognize
gains or losses. See "Information About The Reorganization -- Tax
Considerations."


8



                 INVESTMENT PRACTICES AND RISK CONSIDERATIONS

     The investment objectives, policies and restrictions of Growth and Income
Portfolio and U.S. Portfolio are similar, although the Portfolios differ to some
extent with respect to particular investment techniques, as described below.
Because the Portfolios share similar investment objectives and policies, we
believe that the risks of investing in Growth and Income Portfolio are
substantially similar to the risks of investing in U.S. Portfolio. The
investment objectives, policies and restrictions of the Portfolios, and certain
differences between them, are discussed below. For a more detailed description,
please see the prospectus and statement of additional information describing
each Portfolio. We can't guarantee that either Portfolio will achieve its stated
objective(s). 


Comparison of Objectives and Primary Investments


     The investment objective of Growth and Income Portfolio is to realize a
total investment return (dividend income plus capital change) greater than the
return of the aggregate U.S. stock market, as measured by the S&P 500 Index.

     The investment objective of U.S. Portfolio is to seek to provide long-term
capital growth and a modest amount of income. U.S. Portfolio seeks to achieve
this objective by investing primarily in common stocks of U.S. companies.
Between 50% and 70% of U.S. Portfolio's assets are invested in common stocks
that display value investment characteristics; the remaining portion of U.S.
Portfolio's assets are invested in growth-oriented common stocks.

     Growth and Income Portfolio invests in a broadly diversified portfolio of
common stocks. At least 65% of Growth and Income Portfolio's assets are invested
in securities which are included in the S&P 500 Index, while the balance of the
Portfolio's assets may be invested in common stocks not represented in the
Index. Historically, the types of securities that Growth and Income Portfolio
invests in have provided capital appreciation and dividend income. Stocks are
selected for Growth and Income Portfolio so that, in the aggregate, the
investment characteristics of the Portfolio are similar to those of the S&P 500
Index. These characteristics include such measures as dividend yield (before
expenses), price-to-earnings ratio, "beta" (relative volatility), return on
equity, and market price-to-book value ratio. However, while maintaining
aggregate investment characteristics similar to those of the S&P 500 Index,
Growth and Income Portfolio seeks to invest in individual common stocks --
including stocks which are not part of the Index -- which will in the aggregate
provide a higher total return than the Index.

     The S&P 500 Index measures the total investment return (capital change plus
dividend income) provided by a universe of 500 common stocks, weighted by their
market value. These 500 securities, most of which trade on the New York Stock
Exchange, represent approximately 70% of the market value of all U.S. common
stocks. Because of the market-value weighting, the 50 largest companies in the
S&P 500 Index currently account for approximately 47% of the Index.

     U.S. Portfolio invests in large-, mid-, and small-capitalization stocks.
Mid- and small-cap stocks have historically been more volatile than -- and at
times have performed quite differently from -- the large-cap stocks found in the
S&P 500 Index. For this reason and because U.S. Portfolio does not hold the same
securities held in the S&P 500 Index or any other market index, the performance
of the Portfolio does not mirror the returns of any particular index. 


                                                                               9


     Although it normally seeks to remain substantially fully invested in common
stocks, Growth and Income Portfolio may invest temporarily in certain short-term
fixed income securities. Such securities may be used to invest uncommitted cash
balances or to maintain liquidity to meet shareholder redemptions. These
securities include: obligations of the United States Government and its agencies
or instrumentalities; commercial paper, bank certificates of deposit, and
bankers' acceptances; and repurchase agreements collateralized by these
securities.

     Similarly, the U.S. Portfolio usually holds only a small percentage of its
assets in cash reserves, although if the investment adviser believes that market
conditions warrant a temporary defensive measure, U.S. Portfolio may hold cash
reserves without limit.

     Fundamental Policies. The investment objectives and investment policies
described above for Growth and Income Portfolio and U.S. Portfolio are
fundamental and may be changed only with the approval of a majority of the
shareholders of each Portfolio.

     Investment Restrictions. Each Portfolio has also adopted "fundamental"
investment restrictions that may be changed only with shareholder approval.
These investment restrictions are the same for the Portfolios.


Comparison of Risk Factors


     U.S. Portfolio and Growth and Income Portfolio each invest principally in
common stocks of U.S. companies in seeking, respectively, the objectives of
long-term capital appreciation and a modest amount of income and a total
investment return (dividend income plus capital change) greater than the S&P 500
Index, respectively. Growth and Income Portfolio concentrates its investments in
companies included in the S&P 500 Index, while U.S. Portfolio is not necessarily
so concentrated. U.S. Portfolio held _________ securities on ___________, 1998,
while Growth and Income Portfolio held approximately _____ securities on the
same date. While the securities and investment techniques used by the Portfolios
are similar, there are some differences. As with any security, an investment in
a Portfolio's shares involves certain risks, including the potential for loss of
principal. The Portfolios are subject to varying degrees of financial, market,
interest and credit risks. For a further discussion of the securities and
investment techniques used by the Growth and Income Portfolio, and the
associated risks, see page __ of the fund's prospectus.


10

                               FEES AND EXPENSES

     Growth and Income Portfolio employs FPA to manage the investment and
reinvestment of the assets of the Portfolio and to continuously review,
supervise and administer the Portfolio's investment program. FPA discharges its
responsibilities subject to the control of the officers and Trustees of Growth
and Income Portfolio. Mr. John J. Nagorniak, President of Franklin, serves as
portfolio manager of the Portfolio.

     Growth and Income Portfolio pays FPA a basic advisory fee at the end of
each fiscal quarter, calculated by applying a quarterly rate, based on the
annual percentage rates set forth on page ___. 

     For the year ended December 31, 1997, the advisory fee represented an
effective annual basic rate of 0.13% of the Growth and Income Portfolio's
average net assets before a decrease of $244,000 (an annual rate of 0.01%) based
on performance.

     During the fiscal years ended December 31, 1995, 1996 and 1997, Growth and
Income Portfolio paid FPA advisory fees of $_______, $_______, $________,
respectively.

     Effective May 21, 1998, U.S. Portfolio employs FPA to manage the
investment and reinvestment of the assets of the Portfolio and to continuously
review, supervise and administer the Portfolio's investment program. FPA
discharges its responsibilities subject to the control of the officers and
Trustees of the U.S. Portfolio. Mr. John J. Nagorniak serves as portfolio
manager of U.S. Portfolio.

     U.S. Portfolio pays FPA a basic advisory fee at the end of each fiscal
quarter, calculated by applying a quarterly rate, based on the annual percentage
rates set forth on page __.

     Prior to May 21, 1998, Geewax, Terker served as investment adviser to U.S.
Portfolio. For the year ended December 31, 1997, the advisory fee paid to
Geewax, Terker represented an effective annual basic rate of 0.40% of U.S.
Portfolio's average net assets before a decrease of $274,000 (an annual rate of
0.18%) based on performance.

     During the fiscal years ended December 31, 1995, 1996, and 1997, U.S.
Portfolio paid Geewax, Terker advisory fees of $_______, $_______, $________ ,
respectively.

                     INFORMATION ABOUT THE REORGANIZATION

     Agreement and Plan of Reorganization. Your fund has entered into an
Agreement and Plan of Reorganization with Growth and Income Portfolio. Under the
agreement U.S. Portfolio will transfer all of its assets and liabilities to
Growth and Income Portfolio in exchange for shares of that fund. Shareholders of
U.S. Portfolio would receive Growth and Income Portfolio shares that are
equivalent in value to their investments at the time of the reorganization, and
U.S. Portfolio then would be terminated. All of this would happen on a single
day, which is currently expected to be August 15, 1998, assuming that a majority
of your fund's outstanding shares approve this proposal. The agreement spells
out the terms and conditions of the reorganization (assuming that shareholders
approve this proposal). For a complete description of these terms and
conditions, please see the agreement, which appears as an appendix to this proxy
statement.

     Until the Closing Date, shareholders of the U.S. Portfolio will continue to
be able to redeem their shares. Redemption requests received after the Closing
Date will be treated as requests received by VQP for the redemption of Growth
and Income Portfolio shares received by the shareholder in the Reorganization.

     The obligations of VTEF and VQP under the Reorganization Agreement are
subject to various conditions, as stated therein. Among other things, the
Reorganization requires that all filings be made with, and all authority be
received from, the SEC and state securities commissions as may be necessary in
the opinion of counsel to permit the parties to carry out the transactions
contemplated by the Reorganization Agreement.
                                                                              11


VTEF and VQP are in the process of making the necessary filings. The
Reorganization Agreement may be terminated at any time by action of the Trustees
of VTEF and the Trustees of VQP. VTEF or VQP, after consultation with counsel
and by consent of its Trustees or an officer authorized by its Trustees, may at
any time waive compliance with any condition contained in the Reorganization
Agreement. For a complete description of the terms and conditions of the
Reorganization, see the Reorganization Agreement at Appendix A. If the
transaction is not completed by __________, 1998, the Reorganization Agreement
will automatically terminate on that date unless a later date is agreed upon by
the Portfolios.

     Tax Considerations. Your fund's reorganization is intended to qualify for
federal income tax purposes as a tax-free reorganization under Section 368(a) of
the Internal Revenue Code. This means that none of the parties involved -- U.S.
Portfolio, Growth and Income Portfolio, and their respective shareholders --
will recognize a gain or loss directly from the reorganization. It also means
that your aggregate cost basis will remain the same following the reorganization
(although your nominal per share cost will change as a result of the two funds'
different share prices).

     o    U.S. Portfolio's final distribution. At the time of the merger, U.S.
          Portfolio will make a final distribution of its accumulated dividends
          and realized capital gains. If you are a taxable investor, think
          twice before purchasing additional shares of the U.S. Portfolio prior
          to the reorganization. A portion of your investment would likely come
          back to you in the form of a taxable distribution.

     o    Growth and Income Portfolio's year end distribution. Following the
          merger, shareholders of the former U.S. Portfolio will participate
          fully in Growth and Income Portfolio's year-end distribution. If made
          today, this distribution would amount to approximately 2.2% of each
          shareholder's investment in Growth and Income Portfolio.
  
     Expenses of the Reorganization. U.S. Portfolio and Growth and Income
Portfolio will each bear their own expenses incurred in the reorganization. The
expenses of Growth and Income Portfolio, which mainly consist of legal and
accounting fees, are expected to be minimal. We expect U.S. Portfolio's
expenses for reorganization to total approximately $____, These expenses will
include: the cost of the special meeting; proxy costs (including all costs of
solicitation, printing and mailing of this Proxy Statement); the expenses of its
proposed liquidation and dissolution; and legal and accounting fees.     

     U.S. Portfolio was formed as a series of Vanguard Trustees' Equity Fund in
1980, with the objective of providing a portfolio with a "mid-cap" orientation
that would represent a blend of growth and value disciplines, with the portfolio
rotating towards the more attractive segment of the market. Over the period
since its inception, however U.S. Portfolio has evolved so that it is now almost
indistinguishable from Growth and Income Portfolio. Additionally, investor
interest in U.S. Portfolio has been modest, limiting the growth of the
Portfolio. Consequently, your fund's Board of Trustees has determined that the
expenses involved in maintaining a separate redundant Portfolio are no longer
warranted and that it would be more efficient and less costly to combine the
U.S. Portfolio into the much larger and more established Growth and Income
Portfolio.
                                RECOMMENDED VOTE

           YOUR FUND'S BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE TO
                      APPROVE THE PROPOSED REORGANIZATION.
12





                    ADDITIONAL INFORMATION ABOUT THE FUNDS


     Form of Organization. The Growth and Income Portfolio is a diversified
series of Vanguard Quantitative Funds, an open-end management investment company
organized as a Maryland corporation on _______________, and reorganized as a
Delaware business trust on May 29, 1998. It is registered under the Investment
Company Act of 1940 (the "1940 Act"), and does not offer any other series of
shares at this time. The U.S. Portfolio is a diversified series of Vanguard/
Trustees Equity Fund, an open-end management investment company organized as a
Pennsylvania Common Law Trust on _____________, and reorganized as a Delaware
business trust on ___________ and registered under the 1940 Act. VTEF offers one
other series of shares, which is not involved in the Reorganization.

     Each fund is governed by a separate but comparable Declaration of Trust.
The business and affairs of each fund are managed under the direction of a Board
of Trustees. The respective Boards of Trustees of the Funds have the same
members.

     Voting Rights. Shares of VQP and VTEF entitle their holders to one vote per
share; however, separate votes will be taken by each series on matters affecting
an individual series. Shares have noncumulative voting rights and no preemptive
or subscription rights. VQP and VTEF are not required to hold shareholder
meetings annually, although shareholder meetings may be called for purposes such
as electing or removing Trustees, changing fundamental policies or approving an
investment advisory agreement.

     Asset Size and Expense Ratios. On ________, the U.S. Portfolio had total
net assets of approximately $___ million. On the same date, the Growth and
Income Portfolio had total net assets of approximately $____ billion. For the
fiscal year ended December 31, 1997, the U.S. Portfolio had an expense ratio of
0.53 of 1% of its average net assets. The expense ratio for the Growth and
Income Portfolio for the fiscal year ended December 31, 1997, was 0.36 of 1% of
its average net assets. 

     To the extent that dividends paid to shareholders by the U.S. Portfolio are
derived from taxable interest or from capital gains, such dividends will be
subject to federal income tax. Any gain realized on a redemption of shares will
be taxable gain, subject to any applicable tax and exemption for which an
investor may qualify.

     Portfolio Brokerage. The portfolio brokerage policies of the U.S. Portfolio
and the Growth and Income Portfolio are substantially similar. In this respect
the investment advisory agreements for each Portfolio authorize the investment
adviser, with the approval of such Portfolio's Board of Trustees, to select the
brokers or dealers that will execute the purchases and sales of portfolio
securities for the Portfolio and directs the investment adviser to use its best
efforts to obtain the best available price and most favorable execution with
respect to all transactions for the Portfolio. The investment advisers have
undertaken to execute each investment transaction at a price and commission
which provides the most favorable total cost or proceeds obtainable under the
circumstances.

     In placing portfolio transactions, the investment adviser uses its best
judgment to choose the broker most capable of providing the brokerage services
necessary to obtain the best available price and most favorable execution. The
full range and quality of brokerage services available are 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 who supply investment research and statistical information and
provide other services 


                                                                              13




in addition to execution services to the Portfolio 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 agreement also incorporates the concepts of Section
28(e) of the Securities Exchange Act of 1934 by providing that, subject to the
approval of the Portfolio's Board of Trustees, the investment adviser may cause
the Portfolio to pay a broker/dealer which furnishes brokerage and research
services at 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 Portfolio and the
other Portfolios in the Group. 

     Currently, it is the Growth and Income Portfolio's policy that the
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. The
investment adviser will pay such higher commissions only if it believes this to
be in the best interest of the Portfolio. 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 Portfolio. However, the investment adviser
has informed the Portfolio that it will not pay higher commission rates
specifically for the purpose of obtaining research services.

     Since each Portfolio does not market its shares through intermediary
brokers or dealers, it is not the Growth and Income Portfolio's practice to
allocate brokerage or principal business on the basis of sales of its shares
which may be through such firms. However, each Fund may place portfolio orders
with qualified brokers or dealers who recommend the Fund to clients, or who act
as agent in the purchase of shares of the Growth and Income Portfolio for their
clients, and may, when a number of brokers and dealers can provide comparable
best price and execution on a particular transaction, consider the sale of Fund
shares by a broker or dealer in selecting among qualified brokers or dealers.

     During the fiscal year ended December 31, 1997, the U.S. Portfolio paid
approximately $________ in brokerage commissions and had a portfolio turnover
rate of 139%. During the fiscal year ended December 31, 1997, the Growth and
Income Portfolio paid approximately $________ in brokerage commissions, and had
a portfolio turnover rate of 66%.

     Capitalization. The following table shows, on an unaudited basis, the
actual capitalization of the U.S. Portfolio and the Growth and Income Portfolio
as of _____, 1998, and the capitalization on a pro forma basis as of that date
giving effect to the Reorganization:



                                               Net Asset Value
                                Net Assets        Per Share       Shares Outstanding
                               ------------   ----------------   -------------------
                                                        
Growth and Income Portfolio
U.S. Portfolio
Pro Forma


14


                              GENERAL INFORMATION

     This section provides information on a numbr of topics relating to proxy
voting and shareholder meetings.

     Proxy solicitation methods. Your fund will solicit shareholder proxies in a
variety of ways. All shareholders who are entitled to vote will receive these
proxy materials by mail. In addition, Vanguard employees and officers may
solicit shareholder proxies in person, by telephone, or through the Internet. We
may also arrange for an outside firm, Shareholder Communications Corporation, to
solicit shareholder votes by telephone on the fund's behalf. This procedure,
which is expected to cost the fund approximately $4 per shareholder vote, will
be employed only after all more cost-effective means of soliciting shareholder
votes have been exhausted.

     Proxy solicitation costs. Your fund will pay all costs of soliciting
proxies from its own shareholders, including costs relating to the printing,
mailing, and tabulation of proxies. By voting immediately, you can help your
fund avoid the considerable expense of a second solicitation.

     Quorum. In order for the shareholder meeting to go forward, your fund must
achieve a quorum. This means that a majority of your fund's shares must be
represented at the meeting -- either in person or by proxy. All returned proxies
count towards a quorum, regardless of how they are voted ("For," "Against," or
"Abstain"). Your fund will count broker non-votes toward a quorum, but not
toward the approval of any proposals. (Broker non-votes are shares for which (i)
the underlying owner has not voted and (ii) the broker holding the shares does
not have discretionary authority to vote on the particular matter.)

     Revoking your proxy. You may revoke your proxy at any time up until voting
results are announced at the shareholder meeting. You can do this by writing to
your Fund's Secretary, Raymond J. Klapinsky, at 100 Vanguard Boulevard, Malvern,
PA 19355, or by voting in person at the meeting. In addition, you can revoke a
prior proxy simply by voting again -- using your original proxy card, by
toll-free telephone call, or at our website.

     Shareholder proposals. Any shareholder proposals to be included in the
proxy statement for your fund's next annual or special meeting must be received
by the fund within a reasonable period of time prior to that meeting. Your fund
has no current plans to hold an annual or special meeting in 1999.

     Nominee accounts. Upon request, the fund will reimburse nominees for their
reasonable expenses in forwarding proxy materials to beneficial owners of the
fund's shares. Please submit invoices for our view to Vanguard Legal Department,
P.O. Box 2600, Valley Forge, PA 19482.

     Annual/semiannual reports. Your fund's most recent annual and semi annual
reports to shareholders are available at no cost. To request a report, please
call us toll-free 1-800-891-5345 or write us at P.O. Box 2600, Valley Forge, PA
19482-2600.

     Litigation. Your Fund is not involved in any litigation.

     Other matters. At this point, we know of no other business to be brought
before the shareholder meeting. However, if any other matters do come up, we
will use our best judgment to vote on your behalf. If you object to our voting
other matters on your behalf, please tell us so in writing before the meeting.

     The Vanguard Group, Inc. Your Fund is a member of The Vanguard Group, Inc.,
the only mutual mutual fund company. Vanguard is owned jointly by the Funds it
oversees (and therefore by the shareholders of those Funds). Vanguard provides
the Funds -- more than 95 distinct investment portfolios -- with their corporate
management, administrative, and distribution services on an at-cost basis. 


                                                                              15



                     AGREEMENT AND PLAN OF REORGANIZATION

     THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of
this ---- day of ------ , 1998, by and between Vanguard Quantitative Funds (the
"VQF Trust"), a Delaware business trust with its principal place of business at
100 Vanguard Boulevard, Malvern, Pennsylvania 19355 on behalf of its Vanguard
Growth and Income Portfolio (the "Acquiring Fund") and Vanguard/Trustees' Equity
Fund, (the "VTEF Trust"), a Pennsylvania common law trust1 with its principal
place of business at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, on
behalf of its Vanguard/Trustees' Equity Fund--U.S. Portfolio (the "Acquired
Fund").

     This Agreement is intended to be and is adopted as a plan of reorganization
and liquidation within the meaning of Section 368(a) of the United States
Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the
"Reorganization") will consist of the transfer of all or substantially all of
the assets of the Acquired Fund to the Acquiring Fund in exchange solely for
shares of beneficial interest, ($0.01 par value per share), of the Acquiring
Fund (the "Acquiring Fund Shares"), the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund, and the distribution of the Acquiring Fund
Shares to the shareholders of the Acquired Fund in complete liquidation of the
Acquired Fund as provided herein, all upon the terms and conditions hereinafter
set forth in this Agreement.

     WHEREAS, the VTEF Trust and the VQF Trust, are both open-end, registered
investment companies of the management type and the Acquired Fund owns
securities which generally are assets of the character in which the Acquiring
Fund is permitted to invest;

     WHEREAS, the Board of Trustees of the VQF Trust has determined that the
exchange of all or substantially all of the assets of the Acquired Fund for
Acquiring Fund Shares and the assumption of the liabilities of the Acquired Fund
by the Acquiring Fund is in the best interest of the Acquiring Fund and its
Shareholders and that the interest of the existing shareholders of the Acquiring
Fund would not be diluted as a result of this transaction;

     WHEREAS, the Board of Trustees of the VTEF Trust has determined that the
exchange of all or substantially all of the assets of the Acquired Fund for
Acquiring Fund Shares and the assumption of the liabilities of the Acquired Fund
by the Acquiring Fund is in the best interest of the Acquired Fund and its
shareholders and that the interests of the existing shareholders of the Acquired
Fund would not be diluted as a result of this transaction;

     WHEREAS, the purpose of the Reorganization is to combine the assets of the
Acquiring Fund with those of the Acquired Fund in an attempt to achieve greater
operating economies and reduce expenses;

     NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:


1. TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE
   FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF THE ACQUIRED FUND
   LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

     1.1. Subject to the terms and conditions herein set forth and on the basis
of the representatives and warranties contained herein, the Acquired Fund agrees
to transfer all of the Acquired Fund's assets as set forth in paragraph 1.2 to
the Acquiring Fund and the Acquiring Fund agrees in exchange therefor (i) to
deliver to

- - ------------
1 It is anticipated that VTEF Trust will have reorganized as a Delaware business
trust, assuming shareholder approval of that reorganization is obtained,
pursuant to the terms of a separate agreement and plan of reorganization prior
to the completion of the transaction contemplated by this Agreement.







the Acquired Fund the number of Acquiring Fund Shares, including fractional
Acquiring Fund Shares, determined by dividing the value of the Acquired Fund's
net assets computed in the manner and as of the time and date set forth in
paragraph 2.1 by the net asset value of one Acquiring Fund Share computed in the
manner and as of the time and date set forth in paragraph 2.2; and (ii) to
assume the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such
transactions shall take place at the closing provided for in paragraph 3.1 (the
"Closing").

     1.2. The assets of the Acquired Fund to be acquired by the Acquiring Fund
shall consist of all property, including without limitation, all cash,
securities, commodities and futures interests and dividends or interest
receivable which are owned by the Acquired Fund and any deferred or prepaid
expenses shown as an asset on the books of the Acquired Fund on the closing date
provided in paragraph 3.1 (the "Closing Date").

     1.3. The Acquired Fund will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Acquiring Fund shall
assume all liabilities, expenses, costs, charges and reserves (expected to
include expenses incurred in the ordinary course of the Acquired Fund's
operations, such as accounts payable relating to custodian and transfer agency
fees, legal and audit fees, and expenses of state securities registration of the
Acquired Fund's shares).

     1.4. Immediately after the transfer of assets provided for in paragraph
1.1, the Acquired Fund will distribute pro rata to the Acquired Fund's
shareholders of record, determined as of immediately after the close of business
on the Closing Date (the "Acquired Fund Shareholders"), the Acquiring Fund
Shares received by the Acquired Fund pursuant to paragraph 1.1 and will
completely liquidate. Such distribution and liquidation will be accomplished by
the transfer of the Acquiring Fund Shares then credited to the account of the
Acquired Fund on the books of the Acquiring Fund to open accounts on the share
records of the Acquiring Fund in the names of the Acquired Fund Shareholders.
The aggregate net asset value of Acquiring Fund Shares to be so credited to
Acquired Fund Shareholders shall be equal to the aggregate net asset value of
the Acquired Fund shares owned by such shareholders as of immediately after the
close of business on the Closing Date. The outstanding shares of the Acquired
Fund will simultaneously be canceled on the books of the Acquired Fund, although
share certificates representing interests in the Acquired Fund will represent a
number of Acquiring Fund Shares after the Closing Date as determined in
accordance with paragraph 2.3. The Acquiring Fund will not issue certificates
representing the Acquiring Fund Shares in connection with such exchange except
upon request by a shareholder of the Acquired Fund.

     1.5. Ownership of Acquiring Fund Shares will be shown on the books of the
Acquiring Fund. Shares of the Acquiring Fund will be issued in the manner
described in the Acquiring Fund's then-current prospectus and statement of
additional information.

     1.6. Any reporting responsibility of the Acquired Fund including (but not
limited to) the responsibility for any periods ending on or before the Closing
Date for filing of regulatory reports, tax returns, or other documents with the
Securities and Exchange Commission, any state securities or any other relevant
regulatory authority, is and shall remain the responsibility of the Acquired
Fund.


2. VALUATION

     2.1. The value of the Acquired Fund's assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed as of the
normal close of business of the New York Stock Exchange on the Closing Date
(such time and date being hereinafter called the "Valuation Date"), using the
valuation procedures set forth in the VQF Trust's Declaration of Trust and
then-current prospectus or statement of additional information.


2



     2.2. The net asset value of an Acquiring Fund Share shall be the net asset
value per share computed as of immediately after the close of business of the
New York Stock Exchange on the Valuation Date, using the valuation procedures
set forth in the VQF Trust's Declaration of Trust and then-current prospectus or
statement of additional information.

     2.3. The number of the Acquiring Fund Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Fund's assets shall be
determined by dividing the value of the net assets of the Acquired Fund
determined using the same valuation procedures referred to in paragraph 2.1 by
the net asset value of an Acquiring Fund Share determined in accordance with
paragraph 2.2.

     2.4. All computations of value with respect to the Acquiring Fund shall be
made no later than _______ , unless extended by agreement of the parties.


3. CLOSING AND CLOSING DATE

     3.1. The Closing Date shall be _______ , 1998 or such later date as the
parties may agree in writing. All acts taking place at the Closing shall be
deemed to take place simultaneously as of immediately after the close of
business on the Closing Date unless otherwise agreed to by the parties. The
close of business on the Closing Date shall be as of 4:00 p.m. Eastern Standard
time. The Closing shall be held at the offices of the VQF Trust, 100 Vanguard
Boulevard, Malvern, Pennsylvania, 19355, or at such other place and time as the
parties shall mutually agree.

     3.2. The Corestates Bank, N.A., as custodian for the Acquired Fund (the
"Custodian"), shall deliver at the Closing a certificate of an authorized
officer stating that: (a) the Acquired Fund's portfolio securities, cash, and
any other assets shall have been delivered in proper form to the Acquiring Fund;
and (b) all necessary taxes including without limitation all applicable federal
and state stock transfer stamps, if any, shall have been paid, or provision for
payment shall have been made, in conjunction with the delivery of portfolio
securities.

     3.3. Vanguard Group, Inc. (the "Transfer Agent") on behalf of the Acquired
Fund shall deliver at the Closing a certificate of an authorized officer stating
that its records contain the names and addresses of the Acquired Fund
Shareholders and the number and percentage ownership of outstanding shares owned
by each such shareholder immediately prior to the Closing. The Acquiring Fund
shall deliver a certificate evidencing the Acquiring Fund Shares to be credited
on the Closing Date to the Acquired Fund or provide evidence satisfactory to the
Acquired Fund that such Acquiring Fund Shares have been credited to the Acquired
Fund's account on the books of the Acquiring Fund. At the Closing each party
shall deliver to the other such bills of sale, checks, assignments, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.


4. REPRESENTATIONS AND WARRANTIES

     4.1. The VTEF Trust on behalf of the Acquired Fund represents and warrants
to the VQF Trust that for each taxable year of operation since inception
(including the taxable year ending on the Closing Date) the Acquired Fund has
met the requirements of Subchapter M of the Code for qualification as a
regulated investment company and has elected to be treated as such. The VTEF
Trust on behalf of the Acquired Fund represents and warrants to the VQF Trust
that on or before the Closing Date, the Acquired Fund will have distributed to
its shareholders all of its current and accumulated investment company taxable
income and net realized capital gain, including any such income or gain accruing
through the Closing Date. 


                                                                               3




     4.2. The VQF Trust on behalf of the Acquiring Fund represents and warrants
to the Acquired Fund that for each taxable year of its operation since inception
(including the taxable year ending on the Closing Date), the Acquiring Fund has
met the requirements of Subchapter M of the Code for qualification as a
regulated investment company and has elected to be treated as such and intends
to so qualify and elect each taxable year following the Reorganization.


5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

     5.1. The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date, it
being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions, and any other
distributions that may be advisable.

     5.2. The VTEF Trust, on behalf of the Acquired Fund, will call or has
called a meeting of the Acquired Fund Shareholders to consider and act upon this
Agreement and to take all other action necessary to obtain approval of the
transactions contemplated herein.

     5.3. The Acquired Fund covenants that the Acquiring Fund Shares to be
issued hereunder are not being acquired for the purpose of making any
distribution thereof other than in accordance with the terms of this Agreement.


     5.4. The Acquired Fund will distribute to its shareholders on or before the
Closing Date all of its current or accumulated investment company taxable income
and net realized capital gain, including any such income or gain accruing
through the Closing Date.


6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED
   FUND

     If any of the conditions set forth below do not exist on or before the
Closing Date with respect to the Acquired Fund or the Acquiring Fund, the other
party to this Agreement shall, at its option, not be required to consummate the
transactions contemplated by this Agreement:

     6.1. The Agreement and the transactions contemplated herein shall have been
approved by the requisite vote of the holders of the outstanding shares of the
Acquired Fund in accordance with the provisions of the VTEF Trust's Declaration
of Trust and Bylaws and certified copies of the resolutions evidencing such
approval shall have been delivered to the Acquiring Fund;

     6.2. On the Closing Date, no action, suit or other proceeding shall be
threatened or pending before any court or governmental agency in which it is
sought to restrain or prohibit, or obtain damages or other relief in connection
with, this Agreement or the transactions contemplated herein;

     6.3. All consents of other parties and all other consents, orders and
permits of Federal, state, and local regulatory authorities deemed necessary by
the Acquiring Fund or the Acquired Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of the
Acquiring Fund or the Acquired Fund, provided that either party hereto may for
itself waive any of such conditions; 

4


     6.4. The Acquiring Fund's registration statement relating to the shares to
be issued in connection with the transactions contemplated by this Agreement
shall have become effective under the 1933 Act and no stop orders suspending the
effectiveness thereof shall have been issued and, to the best knowledge of the
parties hereto, no investigation or proceeding for that purpose shall have been
instituted or be pending, threatened or contemplated under the 1933 Act; and

     6.5. The VTEF Trust shall have received on the Closing Date the opinion of
Dechert Price & Rhoads in a form reasonably satisfactory to the VTEF Trust, and
dated as of the Closing Date, to the effect that: (a) the VQF Trust has been
duly formed and is validly existing and in good standing under the laws of the
State of Delaware; and (b) the Agreement has been duly authorized, executed and
delivered by the VQF Trust on behalf of the Acquiring Fund and constitutes a
valid and legally binding obligation of the VQF Trust enforceable against the
VQF Trust in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.

     6.6. The VQF Trust shall have received on the Closing Date the opinion of
Dechert Price & Rhoads in a form reasonably satisfactory to the VQF Trust, dated
as of the Closing Date, to the effect that: (a) VTEF Trust has been duly formed
and is in good standing under the laws of the State of Delaware; (b) the
Agreement has been duly authorized, executed and delivered by the VTEF Trust on
behalf of the Acquired Fund constitutes a valid and legally binding obligation
of the VTEF Trust; and (c) the Agreement is enforceable against the VTEF Trust
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and laws of general applicability relating
to or affecting creditors' rights and to general equity principles.

     6.7. The parties shall have received the opinion of Dechert Price & Rhoads
addressed to the VQF Trust and the VTEF Trust substantially to the effect that
the transactions contemplated by this Agreement will be treated for Federal
income tax purposes as a reorganization within the meaning of Section 368(a) of
the Code. The VTEF Trust on behalf of the Acquired Fund and the VQF Trust on
behalf of the Acquiring Fund each agree to make and provide representations
which are reasonably necessary to enable Dechert Price & Rhoads to deliver the
opinion referred to in this section. Notwithstanding anything herein to the
contrary, neither the VQF Trust nor the VTEF Trust may waive the condition set
forth in this paragraph 6.7.

7. BROKERAGE FEES AND EXPENSES

     7.1. The Acquiring Fund and the Acquired Fund each represents and warrants
to the other that it has no obligations to pay any brokers or finders fees in
connection with the transactions provided for herein.

     7.2. Each party to this Agreement shall bear its own expenses in connection
with carrying out the terms of this Agreement.


8. TERMINATION

     This Agreement may be terminated by the mutual agreement of the VQF Trust
and the VTEF Trust. In addition, this Agreement may be terminated as follows at
or prior to the Closing Date:

     (a) the VTEF Trust may terminate this Agreement by resolution of the Board
of Trustees of the VTEF Trust if, in the good faith opinion of such Board,
proceeding with the Agreement is not in the best interests of the Acquired Fund
or the shareholders of the Acquired Fund; or 


                                                                               5


     (b) the VQF Trust may terminate this Agreement by resolution of the Board
of Trustees of the VQF Trust if, in the good faith opinion of such Board,
proceeding with the Agreement is not in the best interests of the VQF Trust or
the shareholders of the Acquiring Fund.

9. GOVERNING LAW

     This Agreement and the transactions contemplated hereby shall be governed
and construed and enforced in accordance with the laws of the State of
Delaware.

10. AMENDMENTS

     This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the authorized officers of the VTEF
Trust and the VQF Trust; provided, however, that following the meeting of the
Acquired Fund Shareholders called by the VTEF Trust pursuant to paragraph 4.2 of
this Agreement, no such amendment may have the effect of changing the provisions
for determining the number of the Acquiring Fund shares to be issued to the
Acquired Fund Shareholders under this Agreement to the detriment of such
shareholders without their further approval.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by its President or Vice President and its seal to be affixed
thereto and attested by its Secretary or Assistant Secretary.

Attest:                                   VANGUARD QUANTITATIVE FUNDS on
                                          behalf of VANGUARD GROWTH AND
                                          INCOME PORTFOLIO

                                          By:
- - ------------------------------------         --------------------------------
Secretary
Attest:                                   VANGUARD/TRUSTEES' EQUITY FUND
                                          on behalf of VANGUARD/TRUSTEES'
                                          EQUITY FUND--U.S. PORTFOLIO

                                          By:
- - ------------------------------------         --------------------------------
Secretary

6


                                   Appendix B


                    Growth and Income Portfolio Prospectus
                                   (enclosed)


                               TABLE OF CONTENTS


INTRODUCTION......................................................     5
OVERVIEW .........................................................     6
   The Proposed Reorganization ...................................     6
   Investment Objectives and Policies ............................     6
   Investment Advisers ...........................................     6
   Fees and Expenses .............................................     7
   Purchase, Redemption, and Exchange Information ................     8
   Federal Income Tax Consequences of the Reorganization .........     8
INVESTMENT PRACTICES AND RISK CONSIDERATIONS .....................     9
   Comparison of Objectives and Primary Investments ..............     9
   Comparison of Risk Factors ....................................     9
FEES AND EXPENSES ................................................    11
INFORMATION ABOUT THE REORGANIZATION .............................    11
ADDITIONAL INFORMATION ABOUT THE FUNDS ...........................    13
GENERAL INFORMATION ..............................................    15
   Proxy Solicitation Methods ....................................    15
   Proxy Solicitation Costs.......................................    15
   Quorom ........................................................    15
   Revoking your Proxy............................................    15
   Shareholder Proposals .........................................    15
   Nominee Accounts ..............................................    15      
   Litigation.....................................................    15
   Other Matters..................................................    15
   The Vanguard Group, Inc. ......................................    15
APPENDIX A
   Agreement and Plan of Reorganization ..........................     
APPENDIX B
   Growth and Income Portfolio Prospectus ........................ Enclosed 




                                                                  
VOTE BY TOUCH-TONE PHONE OR THE INTERNET
- - ----------------------------------------

CALL TOLL-FREE: 1-800-690-6903 OR VISIT OUR WEBSITE
WWW.VANGUARD.COM OR WWW.PROXYVOTE.COM                             [THE VANGUARD GROUP(R) LOGO]

12-DIGIT CONTROL NUMBER: (unavailable                         *Please detach at perforation before mailing*

(See enclosed insert for further instructions to vote by phone/internet)

VANGUARD TRUSTEES' EQUITY FUND - U.S. PORTFOLIO ("FUND")
PROXY SOLICITED BY THE BOARD OF TRUSTEES

By my signature below, I appoint John J. Brennan, J. Lawrence Wilson and Raymond J. Klapinsky as my attorneys
to vote all Fund shares that I am entitled to vote at the Special Meeting of Shareholders to be held in the
Majestic Building, Room 118A, Vanguard Financial Center, 100 Vanguard Boulevard, Malvern, PA on July 31, 1998
at 9:30 A.M., E.T. and at any adjournments of the meeting. Any one or more Messers. Brennan, Wilson and
Klapinsky may vote my shares, and they may appoint substitutes to vote my shares on their behalf. I instruct
Messers. Brennan, Wilson and Klapinsky to vote this proxy as specified on the reverse side, and I revoke any 
previous proxies that I have executed. I acknowledge receipt of the Fund's Notice of Special Meeting of
Shareholders and proxy statement.

                                                                      PLEASE SIGN, DATE AND RETURN PROMPTLY
                                                                         IN ENCLOSED ENVELOPE IF YOU ARE
                                                                         NOT VOTING BY PHONE OR INTERNET

                                                                 Date:
                                                                      ----------------------------------------------

                                                                 NOTE: Please sign exactly as your name appears on           
                                                                 this proxy. When signing in a fiduciary capacity,
                                                                 such as executor, administrator, trustee,
                                                                 attorney, guardian, etc., please so indicate.
                                                                 Corporate and partnership proxies should be signed
                                                                 by an authorized person indicating the person's
                                                                 title.

                                                                 ---------------------------------------------------
                                                                 Signature(s) (and Title(s), if applicable)  VAN PH3




                           CONTINUED ON REVERSE SIDE
                         



Please refer to the Proxy Statement discussion of these proposals.
THIS PROXY WILL BE VOTED FOR THE PROPOSALS IF YOU DO NOT SPECIFY OTHERWISE.
                         ---
Your appointed attorneys will vote any other matters that arise at the meeting
in accordance with their best judgment.
THE BOARD OF DIRECTORS/TRUSTEES RECOMMENDS A VOTE FOR THIS PROPOSAL.
                                                  ---

                  Please detach at perforation before mailing.

             Please vote by checking the appropriate box(es) below.



                                                                                             FOR          AGAINST         ABSTAIN
                                                                                                                     
1. The proposal to reorganize your Fund as part of Vanguard/Growth and Income Portfolio.     [ ]            [ ]            [ ] 1.


                          PLEASE SIGN ON REVERSE SIDE                            VAN-PH3 



                       


                                                                               


- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------



[GRAPHIC OMITTED]

                                                 A Member of The Vanguard Group
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

PROSPECTUS -- April 17, 1998
- - --------------------------------------------------------------------------------
NEW ACCOUNT INFORMATION: Investor Information Department -- 1-800-662-7447
(SHIP)
- - --------------------------------------------------------------------------------
SHAREHOLDER ACCOUNT SERVICES: Client Services Department -- 1-800-662-2739
(CREW)
- - --------------------------------------------------------------------------------

INVESTMENT          Vanguard Growth and Income Portfolio (the "Portfolio"), a
OBJECTIVE AND       portfolio of Vanguard Quantitative Portfolios, Inc. (the 
POLICIES            "Fund"), is an open-end diversified investment company that
                    seeks to realize a total return (dividend income plus
                    capital change) greater than the return of the aggregate
                    U.S. stock market, as measured by the Standard & Poor's
                    500 Composite Stock Price Index (the "S&P 500 Index").
                    (Prior to April 30, 1997, this Portfolio was known as
                    Vanguard Quantitative Portfolios.) The Portfolio will hold
                    a broadly diversified portfolio of common stocks that in 
                    the aggregate exhibit investment characteristics similar to
                    those of the S&P 500 Index. There is no assurance that the
                    Portfolio will achieve its stated objective. Shares of the
                    Portfolio are neither insured nor guaranteed by any agency
                    of the U.S. Government, including the FDIC.
- - --------------------------------------------------------------------------------

OPENING AN          To open a regular (non-retirement) account, please complete
ACCOUNT             and return the  Account Registration Form. If you need
                    assistance in completing this Form, please call our
                    Investor Information Department. To open an Individual
                    Retirement Account (IRA), please use a Vanguard IRA
                    Adoption Agreement. To obtain a copy of this form, call
                    1-800-662-7447, Monday through Friday, from 8:00 a.m. to
                    9:00 p.m. and Saturday, from 9:00 a.m. to 4:00 p.m.
                    (Eastern time). The minimum initial investment is $3,000,
                    or $1,000 for Uniform Gifts/Transfers to Minors Act
                    accounts. The Portfolio is offered on a no-load basis
                    (i.e. there are no sales commissions or 12b-1 fees).
                    However, the Portfolio incurs expenses for investment
                    advisory, management, administrative and distribution
                    services.
- - --------------------------------------------------------------------------------
ABOUT THIS          This Prospectus is designed to set forth concisely the
PROSPECTUS          information you should know about the Portfolio before you
                    invest. It should be retained for future reference. A
                    "Statement of Additional Information" containing
                    additional information about the Portfolio has been filed
                    with the Securities and Exchange Commission. This
                    Statement is dated April 17, 1998 and has been
                    incorporated by reference into this Prospectus. A copy may
                    be obtained without charge by writing to the Fund, by
                    calling the Investor Information Department at
                    1-800-662-7447 or visiting the Securities and Exchange
                    Commission's website (www.sec.gov).
- - --------------------------------------------------------------------------------




TABLE OF CONTENTS


                                           Page
  Portfolio Expenses ...................     2
  Financial Highlights .................     2
  Yield and Total Return ...............     3
          PORTFOLIO INFORMATION
  Investment Objective .................     4
  Investment Policies ..................     4
  Investment Risks .....................     5
  Who Should Invest ....................     5
  Implementation of Policies ...........     6
 
                                           Page
  Investment Limitations ...............     8
  Management of the Portfolio ..........     9
  Investment Adviser ...................     9
  Performance Record ...................    11
  Dividends, Capital Gains and
     Taxes .............................    11
  The Share Price of the Portfolio .....    13
  General Information ..................    13
 
                                           Page
              SHAREHOLDER GUIDE
  Opening an Account and
     Purchasing Shares .................    15
  When Your Account Will Be
     Credited ..........................    18
  Selling Your Shares ..................    19
  Exchanging Your Shares ...............    21
  Important Information About
     Telephone Transactions ............    22
  Transferring Registration ............    23
  Other Vanguard Services ..............    23

- - --------------------------------------------------------------------------------

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

- - --------------------------------------------------------------------------------

                                                                               


                                                                               


PORTFOLIO           The following table illustrates all expenses and fees that
EXPENSES            you would incur as a shareholder of the Portfolio. The 
                    expenses and fees set forth in the table are for the 1997 
                    fiscal year.




                    Shareholder Transaction Expenses
                    -----------------------------------------------------------
                    Sales Load Imposed on Purchases ....................   None
                    Sales Load Imposed on Reinvested Dividends .........   None
                    Redemption Fees ....................................   None
                    Exchange Fees ......................................   None
 



                    Annual Portfolio Operating Expenses
                ---------------------------------------------------------------
                    Management & Administrative Expenses .........        0.21%
                    Investment Advisory Fees .....................        0.12
                    12b-1 Fees ...................................        None
                    Other Expenses
                      Distribution Costs .........................   0.02%
                      Miscellaneous Expenses .....................   0.01
                                                                     -----
                    Total Other Expenses .........................        0.03
                                                                         -----
                        Total Operating Expenses .................        0.36%
                                                                          =====
                  
              
                  
                   The purpose of this table is to assist you in understanding
                   the various costs and expenses that you would bear directly
                   or indirectly as an investor in the Portfolio.
                  
                   The following example illustrates the expenses that you would
                   incur on a $1,000 investment over various periods, assuming
                   (1) a 5% annual rate of return and (2) redemption at the end
                   of each period. As noted in the table above, the Portfolio
                   charges no redemption fees of any kind.
                  
                



                            1 Year     3 Years     5 Years     10 Years
                            --------   ---------   ---------   ---------
                            $  4          $12         $20         $46

          


                    This example should not be considered a representation of
                    past or future expenses or performance. Actual expenses may
                    be higher or lower than those shown.
- - --------------------------------------------------------------------------------

FINANCIAL           The following financial highlights for a share outstanding
HIGHLIGHTS          throughout each period, insofar as they relate to each of
                    the five years in the period ended December 31, 1997, have
                    been derived from financial statements which were audited
                    by Price Waterhouse LLP, independent accountants, whose
                    report thereon was unqualified. (Please note, Vanguard
                    Growth and Income Portfolio was previously known as
                    Vanguard Quantitative Portfolios.) This information should
                    be read in conjunction with the Fund's financial
                    statements and notes thereto, which, together with the
                    remaining portions of the Fund's 1997 Annual Report to
                    Shareholders, are incorporated by reference in the
                    Statement of Additional Information and in this
                    Prospectus, and which appear, along with the report of
                    Price Waterhouse LLP, in the Fund's 1997 Annual Report to
                    Shareholders. The Fund's 1997 Annual Report to
                    Shareholders may be obtained without charge by writing to
                    the Fund or by calling our Investor Information Department
                    at 1-800-662-7447.



2







                                                       Year Ended December 31,
                                          --------------------------------------------------
                                              1997         1996         1995         1994
                                          -----------  -----------  -----------  -----------
                                                                     
Net Asset Value, Beginning of
 Year ..................................  $ 22.23      $ 19.95       $ 15.56       $ 16.45
                                          --------     --------      --------      --------
Investment Operations
 Net Investment Income .................      .41          .41           .41           .40
 Net Realized and Unrealized Gain
  (Loss) on Investments ................     7.15         4.09          5.14          (.50)
                                          --------     --------      --------      --------
 Total from Investment
  Operations ...........................     7.56         4.50          5.55          (.10)
- - ----------------------------------------- --------     --------      --------      --------
Distributions
 Dividends from Net Investment
  Income ...............................     (.42)        (.40)         (.42)         (.39)
 Distributions from Realized Capital
  Gains ................................    (3.18)       (1.82)         (.74)         (.40)
                                          --------     --------      --------      --------
  Total Distributions ..................    (3.60)       (2.22)        (1.16)         (.79)
- - ----------------------------------------- --------     --------      --------      --------
Net Asset Value, End of Year ...........  $ 26.19      $ 22.23       $ 19.95       $ 15.56
========================================= ========     ========      ========      ========
Total Return ...........................    35.59%       23.06%        35.93%        (0.61)%
========================================= ========     ========      ========      ========
Ratios/Supplemental Data
Net Assets, End of Year (Millions) .....  $ 2,142      $ 1,285       $   909       $   596
Ratio of Expenses to Average Net
 Assets ................................     0.36%        0.38%         0.47%         0.48%
Ratio of Net Investment Income to
 Average Net Assets ....................     1.74%        1.97%         2.25%         2.50%
Portfolio Turnover Rate ................       66%          75%           59%           71%
Average Commission Rate Paid ...........  $ .0388      $ .0333           N/A           N/A




                         [RESTUBBED FROM TABLE ABOVE]




                                                                    Year Ended December 31,
                                          ----------------------------------------------------------------------------
                                              1993         1992         1991         1990         1989         1988
                                          -----------  -----------  -----------  -----------  -----------  -----------
                                                                                         

Net Asset Value, Beginning of
 Year ..................................   $ 16.30      $ 16.32      $ 13.29      $  14.14     $ 11.08      $  9.80
                                           -------      -------      -------      --------     -------      -------
Investment Operations
 Net Investment Income .................       .40          .44          .47           .49         .43          .36
 Net Realized and Unrealized Gain
  (Loss) on Investments ................      1.83          .69         3.47          (.83)       3.10         1.27
                                           -------      -------      -------      --------     -------      -------
 Total from Investment
  Operations ...........................      2.23         1.13         3.94          (.34)       3.53         1.63
- - -----------------------------------------  -------      -------      -------      --------     -------      -------
Distributions
 Dividends from Net Investment
  Income ...............................      (.39)        (.44)        (.47)         (.47)       (.47)        (.35)
 Distributions from Realized Capital
  Gains ................................     (1.69)        (.71)        (.44)         (.04)         --           --
                                           -------      -------      -------      --------     -------      -------
  Total Distributions ..................    ( 2.08)       (1.15)        (.91)         (.51)       (.47)        (.35)
- - -----------------------------------------  -------      -------      -------      --------     -------      -------
Net Asset Value, End of Year ...........   $ 16.45      $ 16.30      $ 16.32      $  13.29     $ 14.14      $ 11.08
=========================================  =======      =======      =======      ========     ========     =======
Total Return ...........................     13.83%        7.01%       30.29%       (2.44)%      32.00%       16.80%
=========================================  =======      =======      =======      ========     ========     =======
Ratios/Supplemental Data
Net Assets, End of Year (Millions) .....   $   531      $   416      $   335      $   211      $   175      $   144
Ratio of Total Expenses to Average Net
 Assets ................................      0.50%        0.40%        0.43%        0.48%        0.53%        0.64%
Ratio of Net Investment Income to
 Average Net Assets ....................      2.22%        2.67%        2.95%        3.34%        3.35%        3.38%
Portfolio Turnover Rate ................        85%          51%          61%          81%          78%          50%
Average Commission Rate Paid ...........       N/A          N/A          N/A          N/A          N/A          N/A




- - --------------------------------------------------------------------------------
YIELD AND           From time to time the Portfolio may advertise its yield and
TOTAL RETURN        total return. Both yield and total return figures are
                    based on historical earnings and are not intended to
                    indicate future performance. The "total return" of the
                    Portfolio refers to the average annual compounded rates of
                    return over one-, five- and ten-year periods or for the
                    life of the Portfolio (as stated in the advertisement)
                    that would equate an initial amount invested at the
                    beginning of a stated period to the ending redeemable
                    value of the investment, assuming the reinvestment of all
                    dividend and capital gains distributions.


                    In accordance with industry guidelines set forth by the
                    U.S. Securities and Exchange Commission, the "30-day yield"
                    of the Portfolio is calculated by dividing the net
                    investment income per share earned during a 30-day period
                    by the net asset value per share on the last day of the
                    period. Net investment income includes interest and
                    dividend income earned on the Portfolio's securities; it is
                    net of all expenses and all recurring and nonrecurring
                    charges that have been applied to all shareholder accounts.
                    The yield calculation assumes that net investment income
                    earned over 30 days is compounded monthly for six months
                    and then annualized. Methods used to calculate advertised
                    yields are standardized for all stock and bond mutual
                    funds. However, these methods differ from the accounting
                    methods used by the Portfolio to maintain its books and
                    records, and so the advertised 30-day yield may not fully
                    reflect the income paid to an investor's account or the
                    yield reported in the Fund's Annual Report to Shareholders.
- - --------------------------------------------------------------------------------


                                                                               3
                                                                               


                                                                               

INVESTMENT          The Portfolio is an open-end diversified investment
OBJECTIVE           company. The objective of the Portfolio is to realize a
                    total investment return (dividend income plus capital
                    change) greater than the return of the aggregate U.S.
                    stock market, as measured by the Standard & Poor's 500
                    Composite Stock Price Index (the "S&P 500 Index"). There
                    is no assurance that the Portfolio will achieve its stated
                    objective.
- - --------------------------------------------------------------------------------
INVESTMENT          The Portfolio will invest in a broadly diversified
POLICIES            portfolio of common stocks. At least 65% of the
The Portfolio uses  Portfolio's assets will be invested in securities which
quantitative        are included in the S&P 500 Index, while the balance of
techniques to       the Portfolio's assets may be invested  in common stocks   
select common       not represented in the Index. Historically, the types
stocks              of securities that the Portfolio invests in have provided 
                    capital appreciation and dividend income. The Portfolio is 
                    managed without regard to tax ramifications.             
                                                                              
                    Stocks are selected for the Portfolio so that, in the
                    aggregate, the investment characteristics of the Portfolio
                    are similar to those of the S&P 500 Index. These
                    characteristics include such measures as dividend yield
                    (before expenses), price-to-earnings ratio, "beta"
                    (relative volatility), return on equity, and market
                    price-to-book value ratio. However, while maintaining
                    aggregate investment characteristics similar to those of
                    the S&P 500 Index, the Portfolio seeks to invest in
                    individual common stocks -- including stocks which are not
                    part of the Index -- which will in the aggregate provide a
                    higher total return than the Index. Of course, there can be
                    no assurance that the Portfolio's investment performance
                    will match or exceed that of the S&P 500 Index.

                    To select stocks for the Portfolio, the Portfolio's
                    investment adviser first ranks a broad universe of common
                    stocks using several quantitative investment models. These
                    models are based upon such factors as measures of changes
                    in earnings and of relative value based on present and
                    historical price-to-earnings ratios and yields, as well as
                    dividend discount calculations based on corporate cash
                    flow. Once the ranking of common stocks is completed, the
                    adviser, using a technique known as "portfolio
                    optimization," then constructs a portfolio that in the
                    aggregate resembles the S&P 500 Index, but is weighted
                    towards the most attractive stocks in the universe of
                    stocks monitored, as determined by the quantitative models.
                     

                    The Portfolio seeks to remain fully invested in common
                    stocks. However, the Portfolio is also authorized to invest
                    in certain short-term fixed income securities and in stock
                    index futures contracts and options to a limited extent.
                    See "Implementation of Policies" for a description of these
                    and other investment practices of the Portfolio.

                    The Portfolio is responsible for voting the shares of all
                    securities it holds.

                    The investment objective and policies of the Portfolio are
                    not fundamental and so may be changed by the Board of
                    Directors without shareholder approval. However,
                    shareholders would be notified prior to a material change
                    in either.

- - --------------------------------------------------------------------------------


4
                                                                               


                                                                               

INVESTMENT RISKS    As a mutual fund investing primarily in common stocks, the
                    Portfolio is subject to market risk -- i.e., the
The Portfolio is    possibility that common stock prices will decline over 
subject to market   short or even extended periods. The U.S. stock market tends
risk                to be cyclical, with periods when stock prices generally
                    rise and periods when prices generally  decline.


                    To illustrate the volatility of stock prices, the following
                    table sets forth the extremes for stock market returns as
                    well as the average return for the period from 1926 to
                    1997, as measured by the Standard & Poor's 500 Composite
                    Stock Price Index:


                         Average Annual U.S. Stock Market Returns (1926-1997)

                                     Over Various Time Horizons


                                 1 Year       5 Years      10 Years     20 Years
                                 ------       -------      --------     --------
               
                    Best         +53.9%        +23.9%        +20.1%      +16.9%
                    Worst        -43.3         -12.5         - 0.9       + 3.1
                    Average      +13.0         +10.5         +10.9       +10.9
 



                    As shown, common stocks have provided annual total returns
                    (capital appreciation plus dividend income) averaging
                    +10.9% for all 10-year periods from 1926 to 1997. While
                    this average return can be used as a guide for setting
                    reasonable expectations for future stock market returns, it
                    may not be useful for forecasting future returns in any
                    particular period, as stock returns are quite volatile from
                    year to year.


                    This table of U.S. stock market returns should not be
                    viewed as a representation of future returns from the
                    Portfolio or the U.S. stock market. The illustrated returns
                    represent the historical investment performance, which may
                    be a poor guide to future returns. Also, stock market
                    indexes such as the S&P 500 are based upon unmanaged
                    portfolios of securities, before transaction costs and
                    other expenses. Such costs will reduce the relative
                    investment performance of the Portfolio and other "real
                    world" portfolios.
- - --------------------------------------------------------------------------------
WHO SHOULD          The Portfolio is designed for investors whose objective is
INVEST              to achieve a total return marginally superior to the
                    return from the S&P 500 Index with reasonable consistency
Investors seeking   over time, while minimizing the risk of substantial
a "margin of        underperformance during any individual year. Because
superiority" over   of the risks associated the with common stock investments,
S&P 500 Index       the Portfolio is intended to be a long-term  investment 
                    vehicle and is not designed to provide investors with a
                    means of speculating on short-term market movements.
                    Investors who engage in excessive account activity generate
                    additional costs which are borne by all of the Portfolio's
                    shareholders. In order to minimize such costs the Portfolio
                    has adopted the following policies. The Portfolio reserves
                    the right to reject any purchase request (including exchange
                    purchases from other Vanguard portfolios) that is reasonably
                    deemed to be disruptive to efficient portfolio management,
                    either because of the timing of the investment


                                                                               5
                                                                               


                                                                               


                    or previous excessive trading by the investor.
                    Additionally, the Portfolio has adopted exchange privilege
                    limitations as described in the section "Exchange
                    Privilege Limitations." Finally, the Portfolio reserves
                    the right to suspend the offering of its shares.

                    No assurance can be given that the Portfolio will attain
                    its objective or that shareholders will be protected from
                    the risk of loss that is inherent in equity investing. All
                    equity portfolios are influenced by price movements in the
                    broad equity market. Investors may wish to reduce the
                    potential risk of investing in the Portfolio by purchasing
                    shares on a regular, periodic basis (dollar-cost averaging)
                    rather than making an investment in one lump sum.

                    Investors should not consider the Portfolio a complete
                    investment program, but should also maintain holdings in
                    investments with different risk characteristics, such as
                    bonds and money market instruments. Investors may also wish
                    to complement an investment in the Portfolio with other
                    types of common stock investments.

- - --------------------------------------------------------------------------------
IMPLEMENTATION      The Portfolio utilizes a variety of investment practices in
OF POLICIES         its effort to surpass the total return of the S&P 500 Index.


The Portfolio       The Portfolio will invest at least 65% of its assets in
invests primarily   securities that are included in the S&P 500 Index (the
in S&P 500          "Index"), and it is expected thatthe aggregate investment 
                    stocks characteristics of the Portfolio will be similar to
                    those of the Index. The S&P 500 Index measures the total
                    investment return (capital change plus dividend income)
                    provided by a universe of 500 common stocks, weighted by
                    their market value. These 500 securities, most of which
                    trade on the New York Stock Exchange, represent
                    approximately 70% of the market value of all U.S. common
                    stocks. Because of the market-value weighting, the 50
                    largest companies in the Index currently account for
                    approximately 50% of the Index.

                    As of December 31, 1997, the five largest companies in the
                    Index were: General Electric Company (3.2%), Coca-Cola
                    Company (2.2%), Microsoft Corporation (2.1%), Exxon
                    Corporation (2.0%), and Merck & Co., Inc. (1.7%) . The
                    largest industry categories were: pharmaceutical companies
                    (9.3%), banks (8.5%), telephone companies (7.1%),
                    multi-sector companies (5.4%), and computer companies
                    (4.7%).


                    The S&P 500 Index is an unmanaged, statistical measure of
                    stock market performance. As such, it does not reflect the
                    actual, "real world" costs of investing in common stocks.
                    By contrast, the Portfolio is actively managed and
                    therefore incurs the normal costs of a mutual fund,
                    including brokerage and execution costs, advisory fees,
                    costs of distribution and administration, and custodial
                    fees.

                    Standard & Poor's Corporation chooses the common stocks to
                    be included in the S&P 500 Index solely on a statistical
                    basis. Inclusion of a security in the Index in


6
                                                                               


                                                                               

                    no way implies an opinion by Standard & Poor's Corporation
                    as to its attractiveness or appropriateness as an
                    investment. Standard & Poor's Corporation is neither a
                    sponsor of nor in any way affiliated with the Portfolio.

The Fund may invest Although it normally seeks to remain substantially fully  
in short-term fixed invested in common stocks, the Portfolio may invest       
income securities   temporarily in certain short-term fixed income          
                    securities. Such securities may be used to invest         
                    uncommitted cash balances or to maintain liquidity to meet
                    shareholder redemptions. These securities include:        
                    obligations of the United States Government and its       
                    agencies or instrumentalities; commercial paper, bank     
                    certificates of deposit, and bankers' acceptances; and    
                    repurchase agreements collateralized by these securities. 

The Portfolio may   The Portfolio may lend its investment securities to
lend its securities qualified institutional investors for either short-term or
                    long-term purposes of realizing additional income. Loans
                    of securities by the Portfolio will be collateralized by
                    cash, letters of credit, or securities issued or
                    guaranteed by the U.S. Government or its agencies. The
                    collateral will equal at least 100% of the current market
                    value of the loaned securities.

The Portfolio may   The Portfolio may borrow money, subject to the limits set
borrow money        forth on page 8, for temporary or emergency purposes,
                    including the meeting of redemption requests which might
                    otherwise require the untimely disposition of securities.

Portfolio turnover  Although it generally seeks to invest for the long term,  
is not expected to  the Portfolio retains the right to sell securities        
exceed 100%         irrespective of how long they have been held. It is       
                    anticipated that the annual portfolio turnover of the     
                    Portfolio will not exceed 100%. A turnover rate of 100%   
                    would occur, for example, if all of the securities of the 
                    Portfolio were replaced within one year.                  

Derivative          Derivatives are instruments whose values are linked to or 
Investing           derived from an underlying security or index. The most    
                    common and conventional types of derivative securities are
                    futures and options.                                      

The Portfolio may   The Portfolio may invest in futures contracts and options,
invest in           but only to a limited extent. Specifically, the Portfolio 
derivative          may enter into futures contracts provided that not more   
securities          than 5% of its assets are required as a futures contract  
                    deposit; in addition, the Portfolio may enter into futures
                    contracts and options transactions only to the extent that
                    obligations under such contracts or transactions represent
                    not more than 20% of the Portfolio's assets.              

                    Futures contracts and options may be used for several
                    common fund management strategies: to maintain cash
                    reserves while simulating full investment, to facilitate
                    trading, to reduce transaction costs, or to seek higher
                    investment returns when a specific futures contract is
                    priced more attractively than other futures contracts or
                    the underlying security or index.

                    The Portfolio may use futures contracts for bona fide
                    "hedging" purposes. In executing a hedge, a manager sells,
                    for example, stock index futures to protect against a
                    decline in the stock market. As such, if the market drops,
                    the value of


                                                                               7
                                                                               



                    the futures position will rise, thereby offsetting the
                    decline in value of the Portfolio's stock holdings.


Futures contracts   The primary risks associated with the use of futures     
and options pose    contracts and options are: (i) imperfect correlation     
certain risks       between the change in market value of the stocks held by 
                    the Portfolio and the prices of futures contracts and
                    options; and (ii) possible lack of a liquid secondary
                    market for a futures contract and the resulting inability
                    to close a futures position prior to its maturity date. The
                    risk of imperfect correlation will be minimized by
                    investing in those contracts whose price fluctuations are
                    expected to resemble those of the Portfolio's underlying
                    securities. The risk that the Portfolio will be unable to
                    close out a futures position will be minimized by entering
                    into such transactions on a national exchange with an
                    active and liquid secondary market.

                    The risk of loss in trading futures contracts in some
                    strategies can be substantial, due both to the low margin
                    deposits required and the extremely high degree of leverage
                    involved in futures pricing. As a result, relatively small
                    price movement in a futures contract may result in
                    immediate and substantial loss (or gain) to the investor.
                    When investing in futures contracts, the Portfolio will
                    segregate cash or other liquid portfolio securities in the
                    amount of the underlying obligation.

- - --------------------------------------------------------------------------------

INVESTMENT          The Portfolio has adopted limitations on some of its
LIMITATIONS         investment policies. Some of these limitations are that the
                    Portfolio will not:


The Portfolio has   (a) with respect to 75% of the value of its total assets,  
adopted certain         purchase the securities of any issuer (except          
fundamental             obligations of the United States Government and its    
limitations             instrumentalities) if as a result the Portfolio would  
                        hold more than 10% of the outstanding voting           
                        securities of the issuer, or more than 5% of the value 
                        of the Portfolio's total assets would be invested in   
                        the securities of such issuer;                         


                    (b) borrow money, except that the Portfolio may borrow from
                        banks (or through reverse repurchase agreements) for
                        temporary or emergency (not leveraging) purposes,
                        including the meeting of redemption requests which
                        might otherwise require the untimely disposition of
                        securities, in an amount not exceeding 10% of the value
                        of the Portfolio's net assets (including the amount
                        borrowed and the value of any outstanding reverse
                        repurchase agreements) at the time the borrowing is
                        made. Whenever borrowings exceed 5% of the value of the
                        Portfolio's net assets, the Portfolio will not make any
                        additional investments; and


                    (c) pledge, mortgage or hypothecate any of its assets to
                        an extent greater than 5% of its total assets.


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

- - --------------------------------------------------------------------------------

8
                                                                               





MANAGEMENT OF       The Portfolio is a member of The Vanguard Group of
THE PORTFOLIO       Investment Companies, a family of more than 30 investment 
                    companies with more than 95 distinct investment portfolios
Vanguard            and total assets in excess of $360 billion. Through their 
administers and     jointly-owned subsidiary, The Vanguard Group, Inc.        
distributes the     ("Vanguard"), the Fund and the other funds in the Group   
Fund                obtain at cost virtually all of their corporate           
                    management, administrative and distribution services.     
                    Vanguard also provides investment advisory services on an 
                    at-cost basis to certain Vanguard funds. As a result of   
                    Vanguard's unique corporate structure, the Vanguard funds 
                    have costs substantially lower than those of most         
                    competing mutual funds. In 1997, the average expense ratio
                    (annual costs including advisory fees divided by total net
                    assets) for the Vanguard funds amounted to approximately  
                    0.28% compared to an average of 1.24% for the mutual fund 
                    industry (data provided by Lipper Analytical Services).   



                    The Officers of the Fund manage its day-to-day operations
                    and are responsible to the Fund's Board of Directors. The
                    Directors set broad policies for the Portfolio and choose
                    the Fund's Officers. A list of the Directors and Officers
                    of the Fund and a statement of their present positions and
                    principal occupations during the past five years can be
                    found in the Statement of Additional Information.

                    Vanguard employs a supporting staff of management and
                    administrative personnel needed to provide the requisite
                    services to the funds and also furnishes the funds with
                    necessary office space, furnishings and equipment. Each
                    fund pays its share of Vanguard's net expenses, which are
                    allocated among the funds under methods approved by the
                    Board of Directors (Trustees) of each fund. In addition,
                    each fund bears its own direct expenses, such as legal,
                    auditing and custodian fees.

                    Vanguard provides distribution and marketing services to
                    the funds. The funds are available on a no-load basis
                    (i.e., there are no sales commissions or 12b-1 fees).
                    However, each fund bears its share of the Group's
                    distribution costs.
- - --------------------------------------------------------------------------------

INVESTMENT          The Fund employs Franklin Portfolio Associates LLC
ADVISER             ("Associates"), Two International Place, Boston, MA      
                    02110, as the Portfolio's investment adviser. Under an    
Franklin Portfolio  investment advisory agreement with the Fund dated April 1,
Associates manages  1996, Associates manages the investment and reinvestment  
the Portfolio's     of the Portfolio's assets and continuously reviews,       
investments         supervises, and directs the Portfolio's investment        
                    program. Associates discharges its responsibilities       
                    subject to the control of the Officers and Directors of   
                    the Fund.   
                                              
                    Associates is a professional investment counseling firm
                    which specializes in the management of common stock
                    portfolios through the use of quantitative investment
                    models. Founded in 1982, Associates, a Massachusetts
                    limited liability company, is a wholly-owned indirect
                    subsidiary of Mellon Bank Corporation that has no
                    affiliation to The Franklin/Templeton Group of Funds or
                    Franklin Resources, Inc. As of December 31, 1997,
                    Associates provided investment advisory services



                                                                               9
                                                                               


                                                                               



                    with respect to approximately $13.8 billion of client
                    assets. Associates also serves as adviser to approximately
                    one-third of the equity investments of Vanguard/Morgan
                    Growth Fund, another mutual fund member of The Vanguard
                    Group.

                    Associates employs proprietary computer models in selecting
                    individual equity securities and in structuring investment
                    portfolios for its clients, including the Portfolio. John
                    J. Nagorniak, President of Associates, has been designated
                    as the portfolio manager of the Fund, a position he has
                    held since the Fund's inception in December 1986; he is
                    responsible for overseeing the application of Associates'
                    quantitative techniques to the Portfolio's assets. Mr.
                    Nagorniak and the other investment principals of Associates
                    are responsible for the ongoing development and enhancement
                    of Associates' quantitative investment techniques.

                    The Portfolio pays Associates 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 Portfolio's average month-end net assets for the
                    quarter:

                    Net Assets               Rate  
                    ----------------------   ----
                      First $100 million     .30%
                      Next $650 million      .15%
                      Over $750 million      .10%

                    This fee may be increased or reduced by applying an
                    adjustment formula based on the investment performance of
                    the Portfolio relative to the S&P 500 Index. For the year
                    ended December 31, 1997, the advisory fee represented an
                    effective annual basis rate of 0.13% of the Portfolio's
                    average net assets before a decrease of 0.01% based on
                    performance.

                    The investment advisory agreement authorizes Associates to
                    select brokers and dealers to execute purchases and sales
                    of the Portfolio's securities, and directs Associates to
                    use its best efforts to obtain the best available price and
                    most favorable execution with respect to all transactions.
                    The full range and quality of brokerage services are
                    considered in making these determinations.

                    The Portfolio has authorized Associates to pay higher
                    commissions in recognition of brokerage services felt
                    necessary for the achievement of better execution, provided
                    Associates believes this to be in the best interest of the
                    Portfolio. If more than one broker can obtain the best
                    available price and favorable execution of a transaction,
                    then Associates is authorized to choose a broker who, in
                    addition to executing the transaction, will provide
                    research services to Associates or the Portfolio. However,
                    Associates will not pay higher commissions specifically for
                    the purpose of obtaining research services. The Portfolio
                    may direct Associates to use a particular broker for
                    certain transactions in exchange for commission rebates or
                    research services provided to the Portfolio.


                    The Fund's Board of Directors may, without the approval of
                    shareholders, provide for: (a) the employment of a new
                    investment adviser pursuant to the terms of a new advisory
                    agreement either as a replacement for an existing adviser
                    or as an additional adviser; (b) a change in the terms of
                    an advisory agreement; and (c)


10
                                                                               



                    the continued employment of an existing adviser on the same
                    advisory contract terms where a contract has been assigned
                    because of a change in control of the adviser. Any such
                    change will only be made upon not less than 30 days' prior
                    written notice to shareholders of the Portfolio which shall
                    include substantially the information concerning the
                    adviser that would have normally been included in a proxy
                    statement.
- - --------------------------------------------------------------------------------
PERFORMANCE         The table in this section provides investment results for
RECORD              the Portfolio for several periods throughout the Fund's
                    lifetime. (Please note, Vanguard Growth and Income
                    Portfolio was previously known simply as Vanguard
                    Quantitative Portfolios.) The results shown represent
                    "total return" investment performance, which assumes the
                    reinvestment of all capital gains and income dividends for
                    the indicated periods. Also included is comparative
                    information with respect to the unmanaged Standard &
                    Poor's 500 Composite Stock Price Index, a widely-used
                    barometer of stock market activity, and the Consumer Price
                    Index, a statistical measure of changes in the prices of
                    goods and services. The tables do not make any allowance
                    for federal, state or local income taxes, which
                    shareholders must pay on a current basis.

                    The results shown should not be considered a representation
                    of the total return from an investment made in the
                    Portfolio today. This information is provided to help
                    investors better understand the Portfolio and may not
                    provide a basis for comparison with other investments or
                    mutual funds which use a different method to calculate
                    performance.

                           Average Annual Return for
                      Vanguard Growth and Income Portfolio




                                        Vanguard                     Consumer
                    Fiscal Years       Growth and       S&P 500       Price
                    Ended 12/31/97  Income Portfolio     Index        Index
                    --------------  ----------------    -------      --------
                       1 Year            +35.6%          +33.4%        +1.7%
                       3 Years           +31.4           +31.2         +2.5
                       5 Years           +20.7           +20.3         +2.6
                      10 Years           +18.3           +18.1         +3.4
 


- - --------------------------------------------------------------------------------
DIVIDENDS, CAPITAL  The Portfolio expects to pay dividends consisting of      
GAINS AND TAXES     ordinary income on a semi-annual basis. Capital gains     
                    distributions, if any, will be made annually. The         
The Portfolio pays  Portfolio is managed without regard to tax ramifications. 
semi-annual                                                                   
dividends and any   Dividend and capital gains distributions may be           
capital gains       automatically reinvested or received in cash. See         
annually            "Choosing a Distribution Option" for a description of     
                    these distribution methods.                               
                                                                              
                    In addition, in order to satisfy certain distribution     
                    requirements of the Tax Reform Act of 1986, the Portfolio 
                    may declare special year-end dividend and capital gains   
                    distributions during December. Such distributions, if     
                    received by shareholders by January 31, are deemed to have
                    been paid by the Fund and received by shareholders on     
                    December 31 of the prior year.                            

                                                                              11
                                                                               



                    The Portfolio intends to continue to qualify for taxation
                    as a "regulated investment company" under the Internal
                    Revenue Code so that it will not be subject to federal
                    income tax to the extent its income is distributed to
                    shareholders. Dividends paid by the Portfolio from net
                    investment income and net short-term capital gains, whether
                    received in cash or reinvested in additional shares, will
                    be taxable to shareholders as ordinary income. For
                    corporate investors, dividends from net investment income
                    will generally qualify in part for the intercorporate
                    dividends-received deduction. However, the portion of the
                    dividends so qualified depends on the aggregate taxable
                    qualifying dividend income received by the Fund from
                    domestic (U.S.) sources.


                    Distributions paid by the Portfolio from long-term capital
                    gains, whether received in cash or reinvested in additional
                    shares, are taxable as long-term capital gains, regardless
                    of the length of time you have owned shares in the Fund.
                    Long-term capital gains may be taxed at different rates
                    depending on how long the Fund held the securities. Capital
                    gains distributions are made when the Portfolio realizes
                    net capital gains on sales of portfolio securities during
                    the year. The Portfolio does not seek to realize any
                    particular amount of capital gains during a year; rather,
                    realized gains are a by-product of portfolio management
                    activities. Consequently, capital gains distributions may
                    be expected to vary considerably from year to year; there
                    will be no capital gains distributions in years when the
                    Portfolio realizes net capital losses.


                    Note that if you elect to receive capital gains
                    distributions in cash, instead of reinvesting them in
                    additional shares, you are in effect reducing the capital
                    at work for you in the Portfolio. Also, keep in mind that
                    if you purchase shares in the Portfolio shortly before the
                    record date for a dividend or capital gains distribution, a
                    portion of your investment will be paid to you as a taxable
                    distribution, regardless of whether you are reinvesting
                    your distributions or receiving them in cash.

                    The Portfolio will notify you annually as to the tax status
                    of dividend and capital gains distributions paid by the
                    Portfolio.

A capital gain      A sale of shares of the Portfolio is a taxable event and  
or loss may be      may result in a capital gain or loss. A capital gain or   
realized upon       loss may be realized from an ordinary redemption of shares
exchange or         or an exchange of shares between two mutual funds (or two 
redemption          portfolios of a mutual fund).                             

                    Dividend distributions, capital gains distributions, and
                    capital gains or losses from redemptions and exchanges may
                    be subject to state and local taxes.


                    The Portfolio is required to withhold 31% of taxable
                    dividends, capital gains distributions, and redemptions
                    paid to shareholders who have not complied with IRS
                    taxpayer identification regulations. You may avoid this
                    withholding requirement by certifying on your Account
                    Registration Form your proper Social Security or employer
                    identification number and by certifying that you are not
                    subject to backup withholding.



12
                                                                               




                    The Portfolio has obtained a Certificate of Authority to do
                    business as a foreign corporation in Pennsylvania and does
                    business and maintains an office in thatstate. In the
                    opinion of counsel, the shares of the Portfolio are exempt
                    from Pennsylvania personal property taxes.

                    The tax discussion set forth above is included for general
                    information only. Prospective investors should consult
                    their own tax advisers concerning the tax consequences of
                    an investment in the Portfolio.

- - --------------------------------------------------------------------------------

THE SHARE PRICE     The Portfolio's share price, or "net asset value" per
OF THE PORTFOLIO    share, is calculated by divid ing the total assets of the
                    Portfolio, less all liabilities, by the total number of
                    shares outstanding. The net asset value is determined as
                    of the close of the New York Stock Exchange (generally
                    4:00 p.m. Eastern time) on each day 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 acquired 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 similiar groups of securities as well as
                    any developments related to specific securities.

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

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

- - --------------------------------------------------------------------------------

GENERAL             The Fund is a Maryland corporation. The Articles of
INFORMATION         Incorporation permit the Directors to issue 1,000,000,000
                    shares of common stock, with a $.001 par value. The Board
                    of Directors has the power to designate one or more
                    classes ("series") of shares of common stock and to
                    classify or reclassify any unissued shares with respect to
                    such series. Currently the Fund is offering shares of one
                    series.

                    The shares of the Fund are fully paid and non-assessable;
                    have no preference as to conversion, exchange, dividends,
                    retirement or other features; and have no



                                                                              13


                                              


                                                                               

                    preemptive rights. Such shares have non-cumulative voting
                    rights, meaning that the holders of more than 50% of the
                    shares voting for the election of Directors can elect 100%
                    of the Directors if they so choose.


                    Annual meetings of shareholders will not be held except as
                    required by the Investment Company Act of 1940 and other
                    applicable law. An annual meeting will be held to vote on
                    the removal of a Director or Directors of the Fund if
                    requested in writing by the holders of not less than 10% of
                    the outstanding shares of the Fund.

                    All securities and cash are held by CoreStates Bank,
                    Philadelphia, PA. The Vanguard Group, Inc., Valley Forge,
                    PA, serves as the Fund's Transfer and Dividend Disbursing
                    Agent. Price Waterhouse LLP, serves as independent
                    accountants for the Fund and will audit its financial
                    statements annually. The Fund is not involved in any
                    litigation.

- - --------------------------------------------------------------------------------

14
                                                                               



                               SHAREHOLDER GUIDE


OPENING AN          You may open a regular (non-retirement) account, either by 
ACCOUNT AND         mail or wire. Simply complete and return an Account        
PURCHASING          Registration Form and any required legal documentation,   
SHARES              indicating the amount you wish to invest. Your purchase    
                    must be equal to or greater than the $3,000 minimum        
                    initial investment requirement ($1,000 for Uniform         
                    Gifts/Transfers to Minors Act accounts, $500 minimum for   
                    an Education IRA). You must open a new Individual          
                    Retirement Account by mail (IRAs may not be opened by      
                    wire) using a Vanguard IRA Adoption Agreement. Your        
                    purchase must be equal to or greater than the $1,000       
                    minimum initial investment requirement, but no more than   
                    $2,000 if you are making a regular IRA contribution.       
                    Rollover contributions are generally limited to the amount 
                    withdrawn within the past 60 days from an IRA or other     
                    qualified retirement plan. If you need assistance with the 
                    forms or have any questions about the Fund, please call    
                    our Investor Information Department (1-800-662-7447).      
                    Note: For other types of account registrations (e.g.,      
                    corporations, associations, other organizations, trusts or 
                    powers of attorney), please call us to determine which     
                    additional forms you may need.                             


                    The Portfolio's shares generally are purchased at the
                    next-determined net asset value after your investment has
                    been received. The Portfolio is offered on a no-load basis
                    (i.e., there are no sales commissions or 12b-1 fees).

Purchase            1)  Because of the risks associated with common stock   
Restrictions            investments, the Portfolio is intended to be a      
                        long-term investment vehicle and is not designed to 
                        provide investors with a means of speculating on    
                        short-term market movements. Consequently, the      
                        Portfolio reserves the right to reject any specific 
                        purchase (and exchange purchase) request. The       
                        Portfolio also reserves the right to suspend the    
                        offering of shares for a period of time.            

                    2)  Vanguard will not accept third-party checks to
                        purchase shares of the Portfolio. Please be sure your
                        purchase check is made payable to the Vanguard Group.

Additional          Subsequent investments to regular accounts may be made by   
Investments         mail ($100 minimum), wire ($1,000 minimum), written         
                    exchange from another Vanguard Fund account ($100           
                    minimum), or Vanguard Fund Express. Subsequent investments  
                    to IRAs may be made by mail ($100 minimum) or written       
                    exchange from another Vanguard Fund account. In some        
                    instances, contributions may be made by wire or Vanguard    
                    Fund Express. Please call us for more information on these  
                    options.                                                    
                    ------------------------------------------------------------

                                                                              15




                                                       ADDITIONAL INVESTMENTS TO
                               NEW ACCOUNT                 EXISTING ACCOUNTS    
Purchasing By Mail       Please include the amount                              
Complete and sign the    of your initial               Additional investments   
enclosed Account         investment on the             should include the       
Registration Form        registration form, make       Invest-by-Mail remittance
                         your check payable to The     form attached to your    
                         Vanguard Group-93 and         Fund confirmation        
                         mail to:                      statements. Please       
                                                       make your check payable
                         The Vanguard Group            to The Vanguard Group-93,
                         P.O. Box 2600                 write your account number
                         Valley Forge, PA 19482-2600   on your check and, using 
                                                       the return envelope      
                                                       provided, mail to the    
                                                       address indicated on the 
                                                       Invest-by-Mail Form.     


For express or           The Vanguard Group            All written requests    
registered mail,         455 Devon Park Drive          should be mailed to one 
send to:                 Wayne, PA 19087-1815          of the addresses        
                                                       indicated for new       
                                                       accounts. Do not send   
                                                       registered or express   
                                                       mail to the post office 
                                                       box address.            
                  ------------------------------------------------------------
Purchasing By Wire              CORESTATES BANK, N.A.
Money should be                 ABA 031000011
wired to:                       CORESTATES NO. 0101 9897
                                ATTN: VANGUARD
Before Wiring                   VANGUARD GROWTH AND INCOME PORTFOLIO
Please contact                  ACCOUNT NUMBER
Client Services                 ACCOUNT REGISTRATION
(1-800-662-2739)

                    To assure proper receipt, please be sure your bank includes
                    the Fund name, the account number Vanguard has assigned to
                    you and the eight-digit CoreStates number. If you are
                    opening a new account, please complete the Account
                    Registration Form and mail it to the "New Account" address
                    above after completing your wire arrangement. Note: Federal
                    Funds wire purchase orders will be accepted only when the
                    Fund and Custodian Bank are open for business.
                    ------------------------------------------------------------
Purchasing By       Telephone exchanges are not permitted to or from
Exchange (from a    non-retirement accounts in  Vanguard Growth and     
Vanguard account)   Income Portfolio. (The Fund will accept telephone exchange  
                    requests for retirement accounts only.) You may, however,   
                    purchase shares of the Portfolio by exchange from another   
                    Vanguard Fund account by providing the appropriate          
                    information on your Account Registration Form. The Portfolio
                    reserves the right to refuse any exchange purchase request. 
                    ------------------------------------------------------------
Purchasing By Fund  The Fund Express Special Purchase option lets you move money
Express             from your bank account to your Vanguard account on an "as 
                    needed" basis. Or if you choose the Automatic Investment
Special Purchase    option, money will be moved automatically from your bank  
and Automatic       account to your Vanguard account on the schedule (monthly,
Investment          bimonthly                                                 
                    
16






                    [every other month], quarterly, semiannually or annually)
                    you select. To establish these Fund Express options, please
                    provide the appropriate information on the Account
                    Registration Form. We will send you a confirmation of your
                    Fund Express enrollment; please wait two weeks before using
                    the service.

- - --------------------------------------------------------------------------------
CHOOSING A          You must select one of four distribution options:      
DISTRIBUTION                                                               
OPTION              1.  Automatic Reinvestment Option -- Both dividend and 
                        capital gains distributions will be reinvested in
                        additional Fund shares. This option will be selected for
                        you automatically unless you specify one of the other
                        options.

                    2.  Cash Dividend Option -- Your dividends will be paid in
                        cash and your capital gains will be reinvested in
                        additional Fund shares.

                    3.  Cash Capital Gain Option -- Your capital gains
                        distributions will be paid in cash and your dividends
                        will be reinvested in additional Fund shares.

                    4.  All Cash Option -- Both dividend and capital gains
                        distributions will be paid in cash.

                    You may change your option by calling our Client Services
                    Department (1-800-662-2739).

                    If a shareholder has chosen to receive dividend and/or
                    capital gains distributions in cash, and the postal or
                    other delivery service is unable to deliver checks to the
                    shareholder's address of record, we will change the
                    distribution option so that all dividends and other
                    distributions are automatically reinvested in additional
                    shares. We will not pay interest on uncashed distribution
                    checks.

                    In addition, an option to invest your cash dividend and/or
                    capital gains distributions in another Vanguard Fund
                    account is available. Please call our Client Services
                    Department (1-800-662-2739) for information. You may also
                    elect Vanguard Dividend Express which allows you to
                    transfer your cash dividend and/or capital gains
                    distributions automatically to your bank account. Please
                    see "Other Vanguard Services" for more information.

- - --------------------------------------------------------------------------------

TAX CAUTION         Under Federal tax laws, the Portfolio is required to        
                    distribute net capital gains and dividend income to         
Investors should    Portfolio shareholders. These distributions are made to all 
ask about the       shareholders who own Portfolio shares as of the             
timing of capital   distribution's record date, regardless of how long the      
gains and dividend  shares have been owned. Purchasing shares just prior to the 
distributions       record date could have a significant impact on your tax     
before investing    liability for the year. For example, if you purchase shares 
                    immediately prior to the record date of a sizable capital   
                    gain or income dividend distribution, you will be assessed  
                    taxes on the amount of the capital gain and/or dividend     
                    distribution later paid even though you owned the Portfolio 
                    shares for just a short period of time. (Taxes are due on   
                    the distributions even if the dividend or capital gain is   
                    reinvested in additional Portfolio shares.) While the total 
                    value of your investment will be the same after the         
                    distribution -- the amount of the distribution will offset  
                    the drop in the net asset                                   



                                                                              17
                                                                               


                                                                               

                    value of the shares -- you should be aware of the tax
                    implications the timing of your purchase may have.


                    Prospective investors should, therefore, inquire about
                    potential distributions before investing. The Portfolio's
                    annual capital gains distribution normally occurs in
                    December, while income dividends are generally paid
                    semi-annually in June and December. In addition, the
                    Portfolio may be required to make supplemental dividend or
                    capital gains distributions at some other time during the
                    year. For additional information on distributions and
                    taxes, see the section titled "Dividends, Capital Gains and
                    Taxes."

- - --------------------------------------------------------------------------------
IMPORTANT           The easiest way to establish optional Vanguard services on 
INFORMATION         your account is to select the options you desire when you  
                    complete your Account Registration Form.                   

Establishing        If you wish to add options later, you may need to provide 
Optional            Vanguard with additional information and a signature      
Services            guarantee. Please call our Client Services Department     
                    (1-800-662-2739) for further assistance.                  


Signature           For our mutual protection, we may require a signature      
Guarantees          guarantee on certain written transaction requests. A       
                    signature guarantee verifies the authenticity of your      
                    signature and may be obtained from banks, brokers and any  
                    other guarantor that Vanguard deems acceptable. A signature
                    guarantee cannot be provided by a notary public.           

Certificates        Share certificates will be issued upon request. If a
                    certificate is lost, you may incur an expense to replace
                    it.


Broker/Dealer       If you purchase shares in Vanguard Funds through a   
Purchases           registered broker/dealer or investment adviser, the  
                    broker/dealer or adviser may charge a service fee.   

Cancelling Trades   The Portfolio will not cancel any trade (e.g., a purchase,
                    exchange or redemption) believed to be authentic once the
                    trade request has been received in writing or by telephone.
                     

Electronic          You may receive a prospectus for the Fund or any of the   
Prospectus          Vanguard Funds in an electronic format through Vanguard's 
Delivery            website at www.vanguard.com. For additional information   
                    please see "Other Vanguard Services -- Computer Access."  

- - --------------------------------------------------------------------------------

WHEN YOUR           Your trade date is the date on which your account is        
ACCOUNT WILL BE     credited. If your purchase is made by check, Federal Funds  
CREDITED            wire or exchange and is received by the close of trading on 
                    the New York Stock Exchange (the "Exchange"), generally 4:00
                    p.m. Eastern time, your trade date is the day of receipt. If
                    your purchase is received after the close of the Exchange   
                    your trade date is the next business day. Your shares are   
                    purchased at the net asset value determined on your trade   
                    date.                                                       


                    In order to prevent lengthy processing delays caused by the
                    clearing of foreign checks, Vanguard will only accept a
                    foreign check which has been drawn in U.S. dollars and has
                    been issued by a foreign bank with a U.S. correspondent
                    bank. The name of the U.S. correspondent bank must be
                    printed on the face of the foreign check.

- - --------------------------------------------------------------------------------


18




                                                                               


SELLING YOUR        You may withdraw any portion of the funds in your account by
SHARES              redeeming shares at any time. (Please see "Important        
                    Redemption Information.") You generally may initiate a      
                    request by writing or by telephoning. Your redemption       
                    proceeds are normally mailed within two business days after 
                    the receipt of the request in Good Order. No interest will  
                    accrue on amounts represented by uncashed redemption checks.


Selling By Mail     Requests should be mailed to The Vanguard Group, Vanguard
                    Growth and Income Portfolio, P.O. Box 1120, Valley Forge, PA
                    19482-1120. (For express or registered mail, send your
                    request to The Vanguard Group, Vanguard Growth and Income
                    Portfolio, 455 Devon Park Drive, Wayne, PA 19087-1815.)



                    The redemption price of shares will be the Fund's net asset
                    value next determined after Vanguard has received all
                    required documents in Good Order.
                    ------------------------------------------------------------
Definition of Good  Good Order means that the request includes the following:
Order
                    1. The account number and Fund name.
                    2. The amount of the transaction (specified in dollars or
                       shares).
                    3. The signatures of all owners exactly as they are
                       registered on the account.
                    4. Any required signature guarantees.

                    5. Other supporting legal documentation that may be
                       required in the case of estates, corporations, trusts and
                       certain other accounts.

                    6. Any certificates that you are holding for the account.

                    If you have questions about this definition as it pertains
                    to your request, please call our Client Services Department
                    (1-800-662-2739).
                    ------------------------------------------------------------

Selling By          To sell shares by telephone, you or your pre-authorized
Telephone           representative may call our Client Services Department at
                    1-800-662-2739. The proceeds will be sent to you by mail.
                    Please Note: As a protection against fraud, your telephone
                    mail redemption privilege will be suspended for 15 calendar
                    days following any expedited address change to your
                    account. An expedited address change is one that is made by
                    telephone or in writing, without the signatures of all
                    account owners. Please see "Important Information About
                    Telephone Transactions".

                    ------------------------------------------------------------

Selling By Fund     If you select the Fund Express Automatic Withdrawal option,
Express             money will be automatically moved from your Vanguard Fund
                    account to your bank account according to the schedule you
Automatic           have selected. The Special Redemption option lets you move
Withdrawal          money from your Vanguard account to your bank account on 
& Special           an "as  needed" basis. To establish these Fund Express     
Redemption          options, please provide the appropriate information on the 
                    Account Registration Form. We will send you a confirmation 
                    of your Fund Express service; please wait two weeks before 
                    using the service.

                    ------------------------------------------------------------



                                                                              19


                                                                               

Selling by          You may sell shares by making an exchange into another
Exchange            Vanguard Fund account. Exchanges may be made only by mail;
                    telephone exchanges between non-retirement accounts are not
                    accepted for the Portfolio.
                    ------------------------------------------------------------
Important           Shares purchased by check or Fund Express may be redeemed at
Redemption          any time. However, your redemption proceeds will
Information         not be paid until payment for the purchase is collected,    
                    which may take up to ten calendar days.                     

                    ------------------------------------------------------------
Delivery of         Redemption requests received by telephone prior to the close
Redemption          of trading on the Exchange are processed on the day of      
Proceeds            receipt and the redemption proceeds are normally sent on the
                    following business day.                                     


                    Redemption requests received by telephone after the close
                    of the Exchange are processed on the business day following
                    receipt and the proceeds are normally sent on the second
                    business day following receipt.


                    Redemption proceeds must be sent to you within seven days
                    of receipt of your request in Good Order, except as
                    described above in "Important Redemption Information."

                     

                    If you experience difficulty in making a telephone
                    redemption during periods of drastic economic or market
                    changes, your redemption request may be made by regular or
                    express mail. It will be implemented at the net asset value
                    next determined after your request has been received by
                    Vanguard in Good Order. The Portfolio reserves the right to
                    revise or terminate the telephone redemption privilege at
                    any time.

                    The Fund may suspend the redemption right or postpone
                    payment at times when the New York Stock Exchange is closed
                    or under any emergency circumstances as determined by the
                    United States Securities and Exchange Commission.

                    If the Board of Directors determines that it would be
                    detrimental to the best interests of the Fund's remaining
                    shareholders to make payment in cash, the Fund may pay
                    redemption proceeds in whole or in part by a distribution
                    in kind of readily marketable securities.
                    ------------------------------------------------------------
Vanguard's Average  If you make a redemption from a qualifying account, Vanguard
Cost Statement      will send you an Average Cost Statement which provides you
                    with the tax basis of the shares you redeemed. Please see
                    "Statements and Reports" for additional information.
                    ------------------------------------------------------------

Low Balance fee     Due to the relatively high cost of maintaining smaller      
and Minimum         accounts, the Fund will automatically deduct a $10 annual   
Account Balance     fee in either June or December from non-retirement accounts 
Requirement         with balances falling below $2,500 ($500 for Uniform        
                    Gifts/Transfers to Minors Act accounts). The fee generally  
                    will be waived for investors whose aggregate Vanguard assets
                    exceed $50,000.                                             


                    In addition, the Portfolio reserves the right to liquidate
                    any non-retirement account that is below the minimum
                    initial investment amount of $3,000. If at any time your
                    total investment does not have a value of at least $3,000,
                    you may be


20


                    notified that your account is below the Portfolio's minimum
                    account balance requirement. You would then be allowed 60
                    days to make an additional investment before the account is
                    liquidated. Proceeds would be promptly paid to the
                    registered shareholder.

                    Vanguard will not liquidate your account if it has fallen
                    below $3,000 solely as a result of declining markets (i.e.,
                    a decline in a Portfolio's net asset value).


- - --------------------------------------------------------------------------------
EXCHANGING YOUR     Should your investment goals change, you may exchange your
SHARES              shares of Vanguard Growth and Income Portfolio for those of
                    other available Vanguard funds. Exchanges to or from
                    Vanguard Growth and Income Portfolio may be made only by
                    mail. Telephone exchanges between non-retirement accounts
                    are not accepted for the Portfolio.


Exchanging By Mail  Please be sure to include on your exchange request the name
                    and account number of your current Fund, the name of the
                    Fund you wish to exchange into, the amount you wish to
                    exchange, and the signatures of all registered account
                    holders. Send your request to The Vanguard Group, Vanguard
                    Growth and Income Portfolio, P.O. Box 1120, Valley Forge,
                    PA 19482-1120. (For express or registered mail, send your
                    request to The Vanguard Group, Vanguard Growth and Income
                    Portfolio, 455 Devon Park Drive, Wayne, PA 19087-1815.)
                    ------------------------------------------------------------
Exchanging Online   You may use your personal computer to exchange shares of
                    most Vanguard funds by accessing our website
                    (www.vanguard.com). To establish this service for your
                    account, you must first register through the website. We
                    will then send to you, by mail, an account access password
                    that will enable you to make online exchanges.

                    The Vanguard funds that you cannot purchase or sell through
                    online exchange are Vanguard Index Trust, Vanguard Balanced
                    Index Fund, Vanguard International Equity Index Fund,
                    Vanguard REIT Index Portfolio, Vanguard Total International
                    Portfolio, and Vanguard Growth and Income Portfolio
                    (formerly known as Vanguard Quantitative Portfolios). These
                    funds do permit online exchanges within IRAs and other
                    retirement accounts.

                    ------------------------------------------------------------
Important Exchange  Before you make an exchange, you should consider the 
Information         following:

                    o Please read the Fund's prospectus before making an
                      exchange. For a copy and for answers to any questions you
                      may have, call our Investor Information Department
                      (1-800-662-7447).

                    o An exchange is treated as a redemption and a purchase.
                      Therefore, you could realize a taxable gain or loss on the
                      transaction.


                    o Exchanges by telephone are accepted only if the
                      registrations and the taxpayer identification numbers of
                      the two accounts are identical.

                    o To exchange into an account with a different registration
                      (including a different name, address, or taxpayer
                      identification number), you must provide Vanguard with
                      written instructions that include the guaranteed
                      signatures of all current account owners.



                                                                              21

                                                                               
                                                                               
                                                                               



                    o The shares to be exchanged must be on deposit and not held
                      in certificate form.
                                                                           
                    o New accounts are not currently accepted in
                      Vanguard/Windsor Fund.

                    o The redemption price of shares redeemed by exchange is the
                      net asset value next determined after Vanguard has
                      received all required documentation in Good Order.

                    o When opening a new account by exchange, you must meet the
                      minimum investment requirement of the new Fund.


                    Every effort will be made to maintain the exchange
                    privilege. However, the Portfolio reserves the right to
                    revise or terminate its provisions, limit the amount of, or
                    reject any exchange, as deemed necessary, at any time.

- - --------------------------------------------------------------------------------
EXCHANGE            The Portfolio's exchange privilege is not intended to afford
PRIVILEGE           shareholders a way to speculate on short-term movements in  
LIMITATIONS         the market. Accordingly, in order to prevent excessive use  
                    of the exchange privilege that may potentially disrupt the  
                    management of the Portfolio and increase transaction costs, 
                    the Portfolio has established a policy of limiting excessive
                    exchange activity.                                          


                    Exchange activity generally will not be deemed excessive if
                    limited to two substantive exchange redemptions (at least 30
                    days apart) from the Portfolio during any twelve month
                    period. "Substantive" means either a dollar amount or a
                    series of movements between Vanguard funds that Vanguard
                    determines, in its sole discretion, could have an adverse
                    impact on the management of the Portfolio. Notwithstanding
                    these limitations, the Portfolio reserves the right to
                    reject any purchase request (including exchange purchases
                    from other Vanguard portfolios) that is reasonably deemed to
                    be disruptive to efficient portfolio management.

- - --------------------------------------------------------------------------------

IMPORTANT           The ability to initiate redemptions (except wire or Fund  
INFORMATION         Express redemptions) by telephone is automatically        
ABOUT TELEPHONE     established on your account unless you request in writing 
TRANSACTIONS        that telephone transactions on your account not be        
                    permitted.                                                


                    To protect your account from losses resulting from
                    unauthorized or fraudulent telephone instructions, Vanguard
                    adheres to the following security procedures:


                    1. Security Check. To request a transaction by telephone,
                       the caller must know (i) the name of the Portfolio; (ii)
                       the 10-digit account number; (iii) the exact name and
                       address used in the registration; and (iv) the Social
                       Security or employer identification number listed on the
                       account.

                    2. Payment Policy. The proceeds of any telephone redemption
                       by mail will be made payable to the registered shareowner
                       and mailed to the address of record only.



22
                                                                               


                                                                               

                    Neither the Fund nor Vanguard will be responsible for the
                    authenticity of transaction instructions received by
                    telephone, provided that reasonable security procedures
                    have been followed. Vanguard believes that the security
                    procedures described above are reasonable, and that if such
                    procedures are followed, you will bear the risk of any
                    losses resulting from unauthorized or fraudulent telephone
                    transactions on your account.
- - --------------------------------------------------------------------------------
TRANSFERRING        You may transfer the registration of any of your Portfolio
REGISTRATION        shares to another person by completing a transfer form and
                    sending it to: The Vanguard Group, Attention: Transfer
                    Department, P.O. Box 1110, Valley Forge, PA 19482-1110. The
                    request must be in Good Order. To obtain a transfer form and
                    complete instructions, please call our Client Services
                    Department (1-800-662-2739).
- - --------------------------------------------------------------------------------
STATEMENTS AND      Vanguard will send you a confirmation statement each time
REPORTS             you initiate a transaction in your account except for
                    checkwriting redemptions from Vanguard money market
                    accounts. You will also receive a comprehensive account
                    statement at the end of each calendar quarter. The
                    fourth-quarter statement will be a year-end statement,
                    listing all transaction activity for the entire calendar
                    year.

                    Vanguard's Average Cost Statement provides you with the
                    average cost of shares redeemed from your account during
                    the calendar year, using the average cost, single category
                    method. This service is available for most taxable accounts
                    opened since January 1, 1986. In general, investors who
                    redeemed shares from a qualifying Vanguard account may
                    expect to receive their Average Cost Statement along with
                    their Portfolio Summary Statement. Please call our Client
                    Services Department (1-800-662-2739) for information.

                    Financial reports on the Fund will be mailed to you
                    semiannually, according to the Fund's fiscal year-end. To
                    keep the Fund's cost 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 we find that 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, however, you may notify our
                    Investor Information Department at 1-800-662-7447.
- - --------------------------------------------------------------------------------
OTHER VANGUARD      For more information about any of these services, please
SERVICES            call our Investor Information Department at 1-800-662-7447.

Vanguard Direct     With Vanguard's Direct Deposit Service, most U.S.
Deposit Service     Government checks (including Social Security and military
                    pension checks) and private payroll checks may be
                    automatically deposited into your Vanguard Fund account.
                    Separate brochures and forms are available for direct
                    deposit of U.S. Government and private payroll checks.

Vanguard Automatic  Vanguard's Automatic Exchange Service allows you to move
Exchange Service    money automatically among your Vanguard Fund accounts. For
                    instance, the service can be used

                                                                              23
                                                                               



                    to "dollar cost average" from a money market portfolio into
                    a stock or bond fund or to contribute to an IRA or other
                    retirement plan. Please contact our Client Services
                    Department at 1-800-662-2739 for additional information.

Vanguard Fund       Vanguard's Fund Express allows you to transfer money
Exchange Service    between your Portfolio account and your account at a bank,
                    savings and loan association, or a credit union that is a
                    member of the Automated Clearing House (ACH) system. You may
                    elect this service on the Account Registration Form or call
                    our Investor Information Department (1-800-662-7447) for a
                    Fund Express application.

                    Special rules govern how your Fund Express purchases or
                    redemptions are credited to your account. In addition, some
                    services of Fund Express cannot be used with specific
                    Vanguard Funds. For more information, please refer to the
                    Vanguard Fund Express brochure.

Vanguard Dividend   Vanguard's Dividend Express allows you to transfer your
Express             dividend and/or capital gains distributions automatically
                    from your Portfolio account, one business day after the
                    Portfolio's payable date, to your account at a bank, savings
                    and loan association, or a credit union that is a member of
                    the Automated Clearing House (ACH) system. You may elect
                    this service on the Account Registration Form or call our
                    Investor Information Department (1-800-662-7447) for a
                    Vanguard Dividend Express application.

Vanguard            Vanguard's Tele-Account is a convenient, automated service
Tele-Account(R)     that provides share price, price change and yield quotations
                    on Vanguard Funds through any TouchTone(TM) telephone. This
                    service also lets you obtain information about your account
                    balance, your last transaction, and your most recent
                    dividend or capital gains payment. In addition, you may
                    perform investment exchanges of Vanguard Fund shares and
                    redemptions by check using Tele-Account. To contact
                    Vanguard's Tele-Account service, dial 1-800-ON-BOARD
                    (1-800-662-6273). A brochure offering detailed operating
                    instructions is available from our Investor Information
                    Department (1-800-662-7447).

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

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


24


                                                                               


                [GRAPHIC OMITTED]                        [GRAPHIC OMITTED]



               -----------------
               The Vanguard Group                       P R O S P E C T U S
               P.O. Box 2600
               Valley Forge, PA 19482
                
               Investor Information                        APRIL 17, 1998
                Department:
               1-800-662-7447 (SHIP)                     FORMERLY KNOWN AS
                                                              VANGUARD
               Client Services                              QUANTITATIVE
                Department:                                  PORTFOLIOS
               1-800-662-2739 (CREW)
                
               Tele-Account for
                24-Hour Access:
               1-800-662-6273 (ON-BOARD)
                
               Telecommunication Service
                for the Hearing-Impaired:
               1-800-662-2738
                
               Transfer Agent:
               The Vanguard Group, Inc.
               P.O. Box 2600
               Valley Forge, PA 19482


























               P093





                                     PART B

                       STATEMENT OF ADDITIONAL INFORMATION

                                June ______, 1998



         This statement is not a prospectus, but should be read in conjunction
with the Combined Proxy Statement/Prospectus of Vanguard Quantitative Portfolios
- - -- Growth and Income Portfolio (the "Growth and Income Portfolio") and
Vanguard/Trustee's Equity Fund -- U.S. Portfolio (the "U.S. Portfolio") dated
______, 1998. Growth and Income Portfolio's Prospectus (dated April 17, 1998)
and Statement of Additional Information (dated April 17, 1998) and the 1997 
Annual Report to Shareholders of the Growth and Income Portfolio and the 1997
Annual Report to Shareholders of the U.S. Portfolio are on file with the U.S.
Securities and Exchange Commission and are hereby incorporated by reference.
Each of the aforementioned documents may be obtained without charge by writing
to Vanguard Financial Center, 100 Vanguard Boulevard, (P.O. Box 876), Valley
Forge, Pa. 19482 or by calling 1-800-662-7447.



                                                        


                                    PART C

                               OTHER INFORMATION


Item 15. Indemnification

     Reference is made to Article XI of the Registrant's Articles of
Incorporation.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Trustees, Officers and controlling persons of
the Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by Trustees, Officers or controlling
persons of the Registrant in connection with the successful defense of any act,
suit or proceeding) is asserted by such Trustees, Officers or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issues.



Item 16. Exhibits



              
  1(a) ......  Articles of Incorporation of Registrant**
  1(b) ......  Proposed Declaration of Trust of Registrant*
  1(c) ......  Amendment No. 1 to Proposed Declaration of Trust of Registrant*
  2(a) ......  By-laws of Registrant**
  2(b) ......  Proposed By-laws of Registrant*
  3 .........  Not Applicable
  4 .........  Agreement and Plan of Reorganization*
  5 .........  See Exhibits 1 and 2.
  6 .........  Investment Advisory Agreement**
  7 .........  Not Applicable
  8 .........  Not Applicable
  9 .........  Custodian Agreement**
 10 .........  Not Applicable
 11 .........  Opinion and Consent of Counsel*
 12 .........  Form of Opinion and Consent of Counsel supporting tax matters and consequences.*
 13 .........  Not Applicable
 14 .........  Consent of Independent Auditors*
 15 .........  Not Applicable
 16 .........  Powers of Attorney**
 17 .........  Not Applicable
 


- - ------------
 * Filed herewith
** Previously filed

Item 17. Undertakings

     (1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this registration statement by any person or party who is


                                                                             C-1


deemed to be an underwriter within the meaning of Rule 145(c) of the Securities
Act [17 CFR 230.145c], the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings by persons who
may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.

     (2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is effective,
and that, in determining any liability under the 1933 Act, each post-effective
amendment shall be deemed to be a new registration statement for the securities
offered therein, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering of them.

     (3) The undersigned registrant agrees to file, by post-effective amendment,
an opinion of counsel supporting the tax consequences of the proposed
reorganization within a reasonable time after receipt of such opinion.

C-2


- - ----
 
                                                                           ----
                                                                               

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 the Registrant
has duly caused this Registration Statement on Form N-14 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Malvern
and the Commonwealth of Pennsylvania on the 27th day of May, 1998.

                                         VANGUARD QUANTITATIVE PORTFOLIOS, INC.
                                                 (REGISTRANT)

                                                  RAYMOND J. KLAPINSKY
                                         By -----------------------------------
                                                    John J. Brennan*
                                                Chief Executive Officer
 

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:






               Signatures                             Title                    Date
- - ----------------------------------------   ---------------------------   ---------------
                                                                   
(Raymond J. Klapinsky)                     Senior Chairman of the          May 27, 1998
- - --------------------------------------      Board and Trustee
John C. Bogle*

(Raymond J. Klapinsky)                     Chairman, Chief Executive       May 27, 1998
- - --------------------------------------      Officer and Trustee
John J. Brennan*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
Robert E. Cawthorn*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
Barbara Barnes Hauptfuhrer*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
Bruce K. MacLaury*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
Burton G. Malkiel*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
Alfred M. Rankin, Jr.*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
John C. Sawhill*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
James O. Welch Jr.*

(Raymond J. Klapinsky)                     Trustee                         May 27, 1998
- - --------------------------------------
J. Lawrence Wilson*



* By Power of Attorney. See File No. 2-14336; January 23, 1990. Incorporated by
Reference.

                                                                               

 



                                 EXHIBIT INDEX





Exhibit No.    Exhibit Name
- - -------------  --------------------------------
 1(b)          Proposed Declaration of Trust
  (c)          Amendment No. 1 to Proposed Declaration of Trust
 2(b)          Proposed By-laws
11             Opinion of Counsel
12             Form of Opinion of Counsel
14             Consent of Independent Auditors