VANGUARD WHITEHALL FUNDS INC
N-30D, 1999-12-28
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<PAGE>

VANGUARD(R)
SELECTED VALUE
FUND

Annual Report
October 31, 1999

[SHIP GRAPHIC]
[A MEMBER OF THE VANGUARD GROUP]

<PAGE>

[PHOTO OF JOHN C. BOGLE]
JOHN C. BOGLE


FELLOW SHAREHOLDERS:

     TWO ROADS  DIVERGED IN A WOOD,  AND I--I TOOK THE ONE LESS TRAVELED BY, AND
     THAT HAS MADE ALL THE DIFFERENCE.

I can think of no better  words than those of Robert Frost to begin this special
letter to our shareholders,  who have placed such extraordinary  trust in me and
in Vanguard  over the past quarter  century.  When the firm was founded 25 years
ago,  we  deliberately  took a new road to  managing a mutual  fund  enterprise.
Instead of having the funds controlled by an outside management company with its
own  financial  interests,  the  Vanguard  funds--there  were  only  11 of  them
then--would be controlled by their own  shareholders and operate solely in their
financial interests.  The outcome of our unprecedented  decision was by no means
certain. We described it then as "The Vanguard Experiment."

     Well, I guess it's fair to say it's an experiment no more.  During the past
25 years,  the assets we hold in  stewardship  for investors  have grown from $1
billion  to more  than  $500  billion,  and I believe  that our  reputation  for
integrity,  fair-dealing,  and sound investment  principles is second to none in
this  industry.  Our  staggering  growth--which  I  never  sought--has  come  in
important part as a result of the simple investment ideas and basic human values
that are the foundation of my personal philosophy.  I have every confidence that
they  will  long  endure at  Vanguard,  for they are the  right  ideas and right
values, unshakable and eternal.

   While Emerson  believed that "an institution is the lengthened  shadow of one
man," Vanguard today is far greater than any  individual.  The Vanguard crew has
splendidly  implemented  and  enthusiastically  supported our founding ideas and
values, and deserves the credit for a vital role in forging our success over the
years.  It is a  dedicated  crew of fine human  beings,  working  together in an
organization  that is well prepared to press on regardless long after I am gone.
Creating and leading this  enterprise has been an exhilarating  run.  Through it
all,  I've taken the kudos and the blows  alike,  enjoying  every  moment to the
fullest,  and even getting a second chance at life with a heart transplant three
years ago. What more could a man ask?

     While I shall no longer be serving on the Vanguard  Board, I want to assure
you that I will remain  vigorous and active in a newly  created  Vanguard  unit,
researching the financial markets, writing, and speaking. I'll continue to focus
whatever  intellectual  power and  ethical  strength  I possess on my mission to
assure that mutual fund investors everywhere receive a fair shake. In the spirit
of Robert Frost:

   But I have promises to keep, and miles to go before I sleep,  and miles to go
before I sleep.

         You have given me your  loyalty and  friendship  over these long years,
and I deeply  appreciate  your  thousands of letters of support.  For my part, I
will continue to keep an eagle eye on your  interests,  for you deserve no less.
May God bless you all, always.

/s/
JCB


CONTENTS

REPORT FROM THE CHAIRMAN .............1
AFTER-TAX RETURNS REPORT .............4
THE MARKETS IN PERSPECTIVE ...........5
REPORT FROM THE ADVISER ..............7
PERFORMANCE SUMMARY ..................9
FUND PROFILE ........................10
FINANCIAL STATEMENTS ................12
REPORT OF INDEPENDENT ACCOUNTANTS....19
- --------------------------------------------------------------------------------
<PAGE>

REPORT FROM THE CHAIRMAN

[PHOTO OF JOHN J. BRENNAN]
JOHN J. BRENNAN

Vanguard  Selected  Value Fund  posted a return of -0.6%  during the fiscal year
ended October 31, 1999. This was a very disappointing result that fell far short
of the returns of the fund's comparative benchmarks.

     The table at right  presents our fiscal year total return  (capital  change
plus reinvested  dividends)  along with those of the average  mid-capitalization
value fund and the Russell Midcap Index. The fund's return is based on a decline
in net asset value from $10.23 per share on October 31, 1998, to $9.75 per share
on October 31,  1999.  The return is adjusted  for a dividend of $0.08 per share
paid from net investment  income and a  distribution  of $0.33 per share paid in
December 1998 from net realized capital gains.

- --------------------------------------------------------------------------------
                                  TOTAL RETURNS
                                FISCAL YEAR ENDED
                                OCTOBER 31, 1999
- --------------------------------------------------------------------------------
Vanguard Selected Value Fund        -0.6%
- --------------------------------------------------------------------------------
Average Mid-Cap Value Fund*          8.7%
- --------------------------------------------------------------------------------
Russell Midcap Index                17.1%
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

FINANCIAL MARKETS IN REVIEW

The fiscal year ended October 31 comprised two distinctly  different halves. For
most of the first half, stock prices  worldwide were rebounding  strongly from a
slump in the summer of 1998 that had been  prompted by economic  crises in Asia,
Russia,  and parts of Latin America.  The stock market's comeback was aided by a
pickup  in  global  economic  activity  and  by  three  separate  interest  rate
reductions by the Federal Reserve Board that autumn. These developments--and the
continued  ebullience  of the U.S.  economy--erased  investors'  fears  that the
troubles abroad would depress business activity and profits at home. Even though
interest  rates rose during the six months from October 31 through April 30, the
stock market, as measured by the Wilshire 5000 Total Market Index, gained 22.8%.

     However,  during the  second  half of our fiscal  year,  most stock  prices
stagnated  or fell  (with the  notable  exception  of  technology  stocks).  The
Wilshire 5000 advanced 2.3%, bringing its full-year return to 25.7%.

     Large-capitalization  growth stocks were the strongest  market  sector--the
growth  stocks  within the  large-cap  Standard & Poor's 500 Index gained 31.6%,
while value stocks within the index returned 19.0%.  Returns were much lower for
smaller  stocks--the  Russell  Midcap Index gained 17.1% for the  year--and  the
growth/value  split was even wider among mid-caps.  The growth stocks within the
Russell  Midcap  Index  gained 37.7% versus a modest 5.7% return for the index's
value stocks.

     One drag on the stock  market was a strong  uptrend in interest  rates that
began in February. The Federal Reserve encouraged this move, acting in late June
and  again  in  August  to  boost  short-term  interest  rates by a total of 0.5
percentage  point.  Fears of a global  economic slump were supplanted by worries
that economic  growth--especially  in the United  States--was  so strong that it
would cause wages and commodity prices to surge, pushing up inflation.

     For  the  full  year,   yields  on  long-term  U.S.   Treasury  bonds  rose
significantly.  The yield on the 30-year Treasury increased exactly 1 percentage
point (100 basis points) to 6.16% on October 31, 1999.  Bond prices,  which move
in the opposite  direction from

                                       1

<PAGE>

interest rates, fell during the year. The Lehman Brothers  Aggregate Bond Index,
a benchmark  for taxable  bonds,  eked out a return of 0.5% for the year, as its
interest income of 6.2% only barely offset price declines of -5.7%.

FISCAL 1999 PERFORMANCE OVERVIEW

Vanguard  Selected  Value  Fund's  -0.6%  return badly lagged the returns of the
average  mid-cap  value fund (by 9.3  percentage  points)  and of the  unmanaged
Russell Midcap Index (by 17.7 points). The fund suffered from an emphasis on the
wrong market sectors and poor stock selection  within sectors.  For example,  in
technology--by   far  the  strongest   market   sector,   with  gains  of  about
67%--Selected   Value's  stake  averaged  about  3.5%  of  assets,   only  about
one-quarter  the  weight of tech  stocks in the Midcap  Index.  Given the fund's
emphasis on value stocks,  its relatively  light weighting in technology was not
surprising,  but it was a significant  negative. In health care, the sector with
the worst  returns  during fiscal 1999,  Selected  Value held 11% of its assets,
versus an index  weighting of less than 7%. Our adviser's  selections in oil and
other energy stocks  performed well, but in most other sectors  Selected Value's
holdings produced below-market  returns.  Among  financial-services  stocks, our
biggest industry weighting, our selections had a -3% return, while the financial
stocks in the index gained about 8%.

     As we told you in our semiannual report, the Board of Trustees on March 25
announced  a  change  in  Selected  Value's  portfolio  manager.  On that  date,
investment management duties were assumed by James P. Barrow, a founding partner
and vice president of our adviser,  Barrow, Hanley,  Mewhinney & Strauss. We are
confident  that Mr. Barrow will do an excellent job and that the Selected  Value
Fund will provide fully competitive long-term returns.

LIFETIME PERFORMANCE OVERVIEW

Vanguard  Selected  Value Fund has  struggled in the nearly four years since its
founding,  providing an average  annual return of only 2%. As shown in the table
below,  the fund's  results have been poor  compared  with the 10.7%  annualized
return for the average  mid-cap value fund and the 15.3%  annualized  return for
the Russell Midcap Index.

     An initial investment of $10,000 in our fund,  assuming the reinvestment of
income and capital gains  distributions,  would have grown to $10,771 by October
31, 1999.  That is $3,793 below the result for an  identical  investment  in our
average competitor and $6,193 short of the result for the index.



- --------------------------------------------------------
                                   TOTAL RETURNS
                            FEBRUARY 15, 1996, THROUGH
                                  OCTOBER 31, 1999
                             ---------------------------
                             AVERAGE    FINAL VALUE OF
                             ANNUAL       A $10,000
                             RETURN   INITIAL INVESTMENT

- --------------------------------------------------------
Vanguard Selected Value Fund   2.0%        $10,771

- --------------------------------------------------------
Average Mid-Cap Value Fund    10.7%        $14,564
- --------------------------------------------------------
Russell Midcap Index          15.3%        $16,964
- --------------------------------------------------------

We would expect  Selected Value to perform  differently  from the overall market
and from peer funds because of its strict value  orientation  and willingness to
make  large  bets on  certain  stocks--the  fund held just 36 stocks on  October
31--and  certain  sectors  of the  market.  However,  we  acknowledge  that  our
variation so far has mostly been on the downside.

                                       2
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IN SUMMARY

The U.S. stock market again provided big gains for investors  during the past 12
months;  it was the fifth year in a row during which the S&P 500 Index  returned
more than 20%.  This is an  unprecedented  streak,  although the gains have been
lopsided in favor of large technology stocks.  Many investors may now be tempted
to count on more of the same.  This can lead to some  mistakes,  such as chasing
"hot"   market   sectors  and   forgetting   about   diversification;   adopting
unrealistically    high    expectations   for   returns;    and--perhaps    most
dangerous--underestimating risks.

     To  prepare  for the  market's  risks--and  I assure  you  those  risks are
significant--Vanguard  believes  that  investors  should  diversify  by  holding
balanced  portfolios  of both value and growth stock funds along with bond funds
and  short-term  reserves.  With such a mix,  in  proportions  suitable  to your
personal  investment time horizon,  goals,  and financial  situation,  you're in
position  to keep on course to your  financial  goals,  despite  the  turbulence
you're sure to encounter along the journey.

/s/
John J. Brennan
Chairman and Chief Executive Officer

November 18, 1999

================================================================================
A NOTE OF THANKS TO OUR FOUNDER
================================================================================
As you may have read on the inside  cover of our report,  our  founder,  John C.
Bogle,  is retiring  December  31, 1999,  as Senior  Chairman of our Board after
nearly 25 years of devoted  service to Vanguard and our  shareholders.  Vanguard
investors  have Jack to thank for  creating a truly  mutual  mutual fund company
that operates solely in the interest of its fund  shareholders.  And mutual fund
investors  everywhere have benefited from his energetic  efforts to improve this
industry.  Finally, on a personal note, I am forever grateful to Jack for giving
me the opportunity to join this great company in 1982.

                                       3
<PAGE>

A REPORT ON YOUR FUND'S AFTER-TAX RETURNS

Beginning  with this annual  report,  Vanguard is pleased to provide a review of
the  Selected  Value  Fund's  after-tax  performance.  The  figures on this page
demonstrate  the  considerable  impact that  federal  income taxes can have on a
fund's return--an important  consideration for investors who own mutual funds in
taxable  accounts.  While the pretax return is most often used to tally a fund's
performance,   the  fund's  after-tax  return,   which  accounts  for  taxes  on
distributions of capital gains and income dividends,  is a better representation
of the return that many  investors  actually  received.  If you own the Selected
Value Fund in a tax-deferred account such as an individual retirement account or
a 401(k),  this information does not apply to you. Such accounts are not subject
to current taxes.

     The table below presents the pretax and after-tax returns for your fund and
an appropriate peer group of mutual funds. Two things to keep in mind:

     o The after-tax return calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden,  therefore,  would be
somewhat  less, and the after-tax  return  somewhat more, for those in lower tax
brackets.

     o The  peer  funds'  returns  are  based  on data  from  Morningstar,  Inc.
(Elsewhere in this report, returns for comparable mutual funds are based on data
from Lipper Inc., which differ somewhat.)



- --------------------------------------------------------------------------------
                             AVERAGE ANNUAL RETURNS: PRETAX AND AFTER-TAX
                                    PERIODS ENDED OCTOBER 31, 1999
                             ---------------------------------------------------
                                   1 YEAR                  SINCE INCEPTION*
                             -----------------       ---------------------------
                             PRETAX  AFTER-TAX       PRETAX          AFTER-TAX
- --------------------------------------------------------------------------------
Selected Value Fund          -0.6%   -1.6%            2.0%              1.2%
Average Mid-Cap Value Fund**  8.7     6.6             N.A.              N.A.
- --------------------------------------------------------------------------------
 *February 15, 1996.
**Based on data from Morningstar, Inc.

     As you can see, the Selected  Value Fund's pretax total return of -0.6% for
the 12 months ended  October 31, 1999,  was reduced by taxes to -1.6%.  In other
words,  for  investors  in the  highest  tax  bracket,  taxes had the  effect of
reducing the fund's return by an additional percentage point. In comparison, the
average  mid-cap  value  fund  earned a pretax  return of 8.7% and an  after-tax
return of 6.6%, a difference of 2.1  percentage  points.  Since its inception on
February 15, 1996,  the Selected Value Fund's  annualized  pretax return of 2.0%
was reduced to 1.2% by taxes. Morningstar does not provide after-tax returns for
such specific periods.

     We stress that because many interrelated  factors affect how tax-friendly a
fund may be,  it's very  difficult  to  predict  tax  efficiency.  A fund's  tax
efficiency  can be influenced by its turnover  rate,  the types of securities it
holds,  the accounting  practices it uses when selling shares,  and the net cash
flow it receives.

     Finally, it's important to understand that our calculation does not reflect
the tax effect of your own investment  activities.  Specifically,  you may incur
additional capital gains  taxes--thereby  lowering your after-tax return--if you
sell all or some of your shares.

A  NOTE  ABOUT  OUR   CALCULATIONS:   Pretax  total  returns   assume  that  all
distributions   received  (income  dividends,   short-term  capital  gains,  and
long-term  capital  gains) are  reinvested  in new shares,  while our  after-tax
returns assume that  distributions  are reduced by any taxes owed on them before
reinvestment.  When  calculating  the taxes due, we used the highest  individual
federal  income  tax  rates at the time of the  distributions.  Those  rates are
currently 39.6% for dividends and short-term capital gains and 20% for long-term
capital gains. State and local income taxes were not considered. The competitive
group returns provided by Morningstar are calculated in a manner consistent with
that used for Vanguard funds.

                                       4
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR ENDED OCTOBER 31, 1999

Caution  followed  exuberance  in the U.S.  stock market  during the fiscal year
ended October 31, 1999.  Improving economic  conditions during the first half of
the year set off a raucous  rally from the lows of summer 1998,  when fears of a
global  economic slump swept world markets.  However,  during the second half of
the fiscal  year,  interest  rates kept  rising,  pulling  down bond  prices and
tempering the stock market's optimism. The notion of a global slump was replaced
by worries  that  economic  growth  might be so strong as to threaten a surge in
inflation.

U.S. STOCK MARKETS

A booming U.S. economy and solid increases in corporate earnings lifted the U.S.
stock market,  especially during the first half of the fiscal year. The nation's
economic output increased by about 4% during the year. Consumer spending,  which
accounts for roughly  two-thirds of economic  activity,  powered the  expansion.
Americans spent virtually every dollar they earned,  encouraged by rising wealth
from a long bull market,  plentiful employment,  and rising incomes.  (After-tax
personal  income rose about 5% during the year;  unemployment  fell to a 30-year
low of 4.1% of the workforce in October.)

- --------------------------------------------------------------------------------
                                             AVERAGE ANNUAL RETURNS
                                         PERIODS ENDED OCTOBER 31, 1999
                                        --------------------------------
                                           1 YEAR   3 YEARS   5 YEARS
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                            25.7%    26.5%     26.0%
  Russell 2000 Index                       14.9      9.4      12.6
  Wilshire 5000 Index                      25.7     23.8      23.8
  MSCI EAFE Index                          23.4      12.5      9.5
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index               0.5%     6.2%      7.9%
  Lehman 10 Year Municipal Bond Index      -1.2      5.2       7.0
  Salomon Smith Barney 3-Month
     U.S. Treasury Bill Index               4.6      5.0       5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                      2.6%     2.0%      2.4%
- --------------------------------------------------------------------------------

     From October 31, 1998, through April 30, 1999, the stock market rose 22.8%,
as  measured by the  Wilshire  5000 Total  Market  Index.  Investor  confidence,
already  high due to the  booming  economy,  was  bolstered  by easier  monetary
policy--the  Federal Reserve cut short-term  interest rates in November 1998 for
the third time in less than two months.  But by summer, the Fed reversed course,
twice boosting its target for short-term  interest rates to slow the economy and
reduce inflationary pressures.

     Higher  interest  rates  helped take the steam out of the  stock   market's
rally  during the second  half of the fiscal  year,  even  though  estimates  of
corporate  earnings kept rising.  Higher rates tend to hurt stocks  because many
investors  use  current  interest  rates to  discount  the  value  of a  stock's
projected earnings and dividends.  The higher the rate, the more future earnings
are  discounted,  and the less  investors  will pay for the stock  now.  After a
second-half  gain of 2.3%,  the Wilshire 5000 Index  recorded a 25.7% return for
the full fiscal year.

    Big stocks  outperformed small stocks  in  fiscal  1999, and  growth  stocks
outpaced   value   stocks.   The  S&P  500   Index,   which  is   dominated   by
large-capitalization  stocks,  gained

                                       5

<PAGE>


25.7%, while the small-cap Russell 2000 Index was up 14.9%. Growth stocks--whose
high prices in relation to earnings,  book value,  and  dividends  indicate high
expectations  for future  growth--lost  none of their  appeal,  despite  soaring
valuations for many. Both large- and small-cap growth issues gained roughly 30%,
while  value  stocks  within  the S&P 500 Index were up 19.0%,  and the  Russell
2000's value stocks had a scant 0.7% return.

     The  growth/value  gap was due  partly  to the  incredible  performance  of
technology stocks, most of which are classified as growth issues. Within the S&P
500 Index, tech stocks gained 67% during the fiscal year.  Advances of about 30%
were  recorded by retailers and other  consumer-discretionary  stocks and by the
utilities sector,  where gains were concentrated in  telecommunications  stocks.
The only sector with a loss was consumer staples (-8%),  where food and beverage
company  stocks  suffered from falling  profits.  Other laggards were the auto &
transportation sector (+6%) and health-care stocks (+9%).

U.S. BOND MARKETS

Rapid  economic  growth was a help to the stock market but a hindrance to bonds.
Investors  worried that,  with  unemployment so low, growth above the 2.5% to 3%
range would cause wages and prices to accelerate.  Indeed,  inflation did rise a
bit,  although the Consumer  Price Index was up a relatively  modest 2.6% during
the 12-month period.

     As mentioned, the Fed sought to combat inflationary pressures by increasing
short-term  interest rates by a quarter-point on June 30 and again on August 24.
The bond market was already  pushing up rates well before the Fed acted.  Yields
of long-term U.S.  Treasury  bonds began rising  significantly  in February.  By
fiscal  year-end,  the 30-year  Treasury  bond's yield was 6.16%, up precisely 1
percentage point for the year. The 10-year Treasury's yield rose 1.41 percentage
points,  from 4.61% to 6.02%.  Short-term interest rates didn't rise as far, and
3-month Treasury bill yields were up 0.77 point to 5.09% at fiscal year-end.

     Rising  interest  rates mean lower  prices for existing  bonds,  of course.
Price declines were higher for  longer-term  bonds,  which are most sensitive to
changing  rates.  For the  taxable  bond  market as a whole,  as measured by the
Lehman Aggregate Bond Index,  prices fell -5.7%,  resulting in a total return of
just 0.5% for the  fiscal  year.  High-yield  (junk)  bonds and  mortgage-backed
securities posted higher returns than Treasuries.

INTERNATIONAL STOCK MARKETS

International  markets  soared in local  currencies  during the 12 months  ended
October  31,  with  European  stocks  gaining  22.7% and  Pacific-region  stocks
advancing 37.8%. The U.S. dollar rose in value against most European  currencies
but fell  against the  Japanese  yen.  For U.S.  investors,  the upshot of these
currency  fluctuations  was to trim returns from Europe to 12.7% in dollar terms
and to boost returns from the Pacific to 50.5%.

     In the major developed international markets, U.S.  investors earned  23.4%
as measured by the Morgan Stanley Capital International Europe, Australasia, Far
East (EAFE)  Index.  The bull  markets in most  nations  stemmed  from a renewed
appetite  for  risk on the  part of  investors  encouraged  by  clear  signs  of
expanding business activity and generally easier monetary policy.  Japan and the
rest of Asia, which were hit hardest by currency and economic crises in 1997 and
1998, saw the biggest gains.  In Japan,  massive  government  spending  programs
appeared to be working--at  least in the short run--to lift that nation out of a
recession.

     Emerging  markets,  as measured by the Select Emerging  Markets Free Index,
gained 34.1% for U.S.  investors,  as local  returns of better than 70% were cut
nearly in half by weaker currencies in Latin America and eastern Europe.

                                       6
<PAGE>

REPORT FROM THE ADVISER

The past six months have been most disappointing on both a relative and absolute
basis for Vanguard  Selected  Value Fund.  The fund's  total  return  during the
fiscal year ended October 31, 1999, was -0.6%, trailing both the average mid-cap
value fund return of 8.7% and the 17.1% gain for the Russell Midcap Index.

     While this will not soften the blow much,  it is worth  repeating  that the
fund is a true value  mid-cap  portfolio.  And fiscal 1999 was not a banner year
for mid-cap value stocks. The fund is well diversified,  with 36 holdings,  none
of which represents more than 5% of assets. In more logical markets, we feel the
composition of this fund will deliver much-improved performance.

     The  market's  gains during the fiscal year were  concentrated  in a fairly
narrow group of stocks.  For example,  over the past six months,  the top 10% of
performers in the Russell Midcap Index as a group  contributed  831 basis points
(8.31  percentage  points) of that benchmark's  total return,  which overall was
- -1.2%. This top-performing group has an average  price/earnings ratio of 84.4, a
price/book value ratio of 13.4, and a current  dividend yield of 0.4%.  Selected
Value, with a weighted average price/earnings ratio of 15.9, price/book ratio of
1.7, and dividend yield of 2.6%, seems much more attractively  priced,  but good
value hasn't produced good performance thus far.

     The  economy  seems to be doing  just  fine,  with  growth  well  above the
long-term trend line,  unemployment the lowest in recent memory,  and, if we can
believe the reports,  very little  inflation.  We would take issue with the last
point,  as we are  seeing  significant  price  increases  in  housing,  building
materials,  energy,  chemicals,  transportation,  hotels, and business rents. In
general, these increases more than offset productivity gains and the declines in
some other prices,  such as computer prices.  The Federal Reserve is diligent in
monitoring  inflation,  but Fed officials also seem concerned about any possible
fallout from the Y2K problem,  and they may not increase  interest rates further
until it is clear that any economic  disruptions  are behind us. While  Chairman
Alan Greenspan has voiced concern about an overexuberant  stock market,  the Fed
seems  hesitant to interrupt the party.  Throughout  the economy,  we are seeing
companies reaching to achieve earnings growth above their revenue growth and, in
many cases, failing. This in part explains the volatility of individual stocks.

     The biggest  factor in Selected  Value's  underperformance  relative to its
benchmarks  in fiscal  1999 was a lack of  technology  investments,  which had a
return of 67% within the Russell Midcap Index.  That was a sin of omission.  The
sin of commission  was our holdings in the  aerospace-defense  industry.  In the
past  couple of  months,  several  well-known  companies  reported  a slowing in
business and a significant lowering of expectations for next year. The stocks in
this group are very cheap and in time should  rebound.  It's also quite possible
that, in the meantime, these companies could become acquisition candidates.

     Our investments in retailers have come under pressure as the market worries
about Internet  competition.  The retail companies are doing fine, however,

================================================================================
INVESTMENT PHILOSOPHY

The adviser believes that superior long-term  investment results can be obtained
by emphasizing  medium-size  companies with reasonable  financial strength whose
stocks are out of favor and undervalued by the market,  often because of special
situations that have temporarily depressed profits.
================================================================================

                                       7

<PAGE>

with reasonable profit growth,  single-digit price/earnings ratios, and progress
in same-store sales (sales at stores open a year or more).  Although  e-commerce
is exciting and will experience  significant  growth (albeit from a small base),
it will not become  dominant in sales to consumers  for most goods and services.
The very nature of Internet  commerce  allows for intense price  comparison  and
competition,  ensuring the slimmest of margins,  and to date Internet  retailers
have not  generated  any profits.  We find many of their  business  models to be
flawed, and we expect a significant rebound in traditional retailers.

     Every  day we expect  the  market's  obsession  with  technology  companies
(frequently having little or no earnings) to end, and it just doesn't. We wonder
how long this can go on. The level of speculation is quite high,  margin debt is
off the charts,  and investors fear nothing.  The new paradigm suggests that one
should own only new  technology  companies  whose share  prices are going up and
ignore the price paid for the shares.

This  rationale is  fundamentally  illogical and we will not subscribe to it. We
have a portfolio of very cheap stocks by any measure and feel that,  when things
change, we will reap a handsome reward.

James P. Barrow, Portfolio Manager
Barrow, Hanley, Mewhinney & Strauss, Inc.

November 12, 1999

                                        8

<PAGE>

PERFORMANCE SUMMARY
SELECTED VALUE FUND

All of the data on this page represent past performance, which cannot be used to
predict  future returns that may be achieved by the fund.  Note,  too, that both
share  price and  return  can  fluctuate  widely.  An  investor's  shares,  when
redeemed, could be worth more or less than their original cost.

<TABLE>
<CAPTION>

TOTAL INVESTMENT RETURNS: FEBRUARY 15, 1996-OCTOBER 31, 1999
- ----------------------------------------------------------------------------------------------------
            SELECTED VALUE FUND        RUSSELL                   SELECTED VALUE FUND         RUSSELL
                                       INDEX*                                                INDEX*
FISCAL  CAPITAL    INCOME     TOTAL     TOTAL     FISCAL     CAPITAL    INCOME     TOTAL      TOTAL
YEAR    RETURN     RETURN    RETURN    RETURN     YEAR       RETURN     RETURN    RETURN     RETURN
- -----------------------------------------------------------------------------------------------------
<S>       <C>        <C>       <C>       <C>       <C>        <C>         <C>     <C>          <C>
1996      0.7%      0.0%      0.7%       8.3%     1998       -18.1%      0.3%     -17.8%      4.5%
1997     30.2       0.7      30.9       28.8      1999        -1.4%      0.8%      -0.6      17.1
- -----------------------------------------------------------------------------------------------------
</TABLE>
*Russell Midcap Index.
See  Financial  Highlights  table  on page 16 for  dividend  and  capital  gains
information since the fund's inception.


CUMULATIVE PERFORMANCE: FEBRUARY 15, 1996-OCTOBER 31, 1999
- ------------------------------------------------------------------

               Selected          Average Mid-Cap      Russell
               Value Fund        Value Fund           Midcap Index
               ----------        ---------------      ------------
2/16/1994      10000             10000                10000
199604         10630             10612                10422
199607          9490             10049                 9775
199610         10070             11008                10833
199701         11051             11983                11801
199704         10767             11652                11563
199707         13336             13944                13881
199710         13184             14299                13950
199801         12734             14405                14399
199804         14355             16309                16301
199807         11982             14557                15252
199810         10838             13399                14572
199901         11136             14328                16129
199904         11611             14971                17269
199907         12229             15536                17337
199910         10771             14564                17067


                            AVERAGE ANNUAL TOTAL RETURNS
                           PERIODS ENDED OCTOBER 31, 1999
                           ------------------------------
                                                               FINAL VALUE OF A
                             1 YEAR       SINCE INCEPTION     $10,000 INVESTMENT
- --------------------------------------------------------------------------------
Selected Value Fund         -0.61%             2.02%               $10,771
Average Mid-Cap Value
 Fund*                       8.69             10.67                 14,564
Russell Midcap Index        17.12             15.32                 16,964
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.



AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED SEPTEMBER 30, 1999*
- --------------------------------------------------------------------------------
                                                          SINCE INCEPTION
                         INCEPTION               -------------------------------
                         DATE        1 YEAR       CAPITAL       INCOME     TOTAL
- --------------------------------------------------------------------------------
Selected Value Fund      2/15/1996   13.89%       2.49%         0.50%      2.99%
- --------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return  information
through the latest calendar quarter.

                                       9

<PAGE>


FUND PROFILE
SELECTED VALUE FUND

This Profile provides a snapshot of the fund's characteristics as of October 31,
1999,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on page 11.

PORTFOLIO CHARACTERISTICS
- ----------------------------------------
                     Selected    Russell
                        Value     Midcap
- ----------------------------------------
Number of Stocks           36        784
Median Market Cap       $3.0B      $5.2B
Price/Earnings Ratio    15.9x      19.2x
Price/Book Ratio         1.7x       2.9x
Yield                    2.6%       1.5%
Return on Equity        14.3%      16.9%
Earnings Growth Rate     8.3%      13.3%
Foreign Holdings         1.7%       0.0%
Turnover Rate            102%        ---
Expense Ratio           0.73%        ---
Cash Reserves            3.7%        ---

INVESTMENT FOCUS
- -------------------------------------------
[grid]
STYLE               VALUE
MARKET VALUE       MEDIUM

VOLATILITY MEASURES
- -------------------------------------------
                   Selected
                      Value         S&P 500
- -------------------------------------------
R-Squared              0.49            1.00
Beta                   0.88            1.00

TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- -------------------------------------------
MGIC Investment Corp.                  4.5%
Northeast Utilities                    4.0
American Power Conversion Corp.        3.9
Vastar Resources, Inc.                 3.7
Kerr-McGee Corp.                       3.6
XL Capital Ltd. Class A                3.3
Ryder System, Inc.                     3.3
Watson Pharmaceuticals, Inc.           3.3
Diebold, Inc.                          3.3
Dana Corp.                             3.2
- -------------------------------------------
Top Ten                               36.1%


SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- --------------------------------------------------------------------------------
                            OCTOBER 31, 1998           OCTOBER 31, 1999
                            ----------------------------------------------------
                            SELECTED VALUE      SELECTED VALUE    RUSSELL MIDCAP
                            ----------------------------------------------------
Auto & Transportation ......    14.4%            9.8%                  4.2%
Consumer Discretionary .....     2.4             6.8                  16.8
Consumer Staples ...........     5.8             3.0                   3.8
Financial Services .........     7.3            24.2                  19.3
Health Care ................    16.3             6.5                   5.6
Integrated Oils ............     3.4             3.8                   3.7
Materials & Processing .....    25.9            14.9                   7.8
Producer Durables ..........    19.5            13.0                   5.2
Technology .................     5.0             2.7                  17.3
Utilities ..................     0.0             8.4                  12.7
Other ......................     0.0             3.1                   1.8
- --------------------------------------------------------------------------------

                                       10
<PAGE>

BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and downs of the  overall  market  (or  appropriate  market
index).  The market (or index) is assigned a beta of 1.00, so a fund with a beta
of 1.20  would have seen its share  price  rise or fall by 12% when the  overall
market rose or fell by 10%.

CASH  RESERVES.  The  percentage  of a  fund's  net  assets  invested  in  "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  securities.  This
figure does not include cash  invested in futures  contracts  to simulate  stock
investment.

EARNINGS  GROWTH RATE.  The average  annual rate of growth in earnings  over the
past five years for the stocks now in a fund.

EXPENSE  RATIO.  The  percentage of a fund's  average net assets used to pay its
annual  administrative  and advisory  expenses.  These expenses  directly reduce
returns to investors.

FOREIGN HOLDINGS. The percentage of a fund's equity assets represented by stocks
or American Depositary Receipts of companies based outside the United States.

INVESTMENT  FOCUS.  This  grid  indicates  the  focus  of a fund in terms of two
attributes:  market  capitalization  (large,  medium,  or  small)  and  relative
valuation (growth, value, or a blend).

MEDIAN  MARKET  CAP.  An  indicator  of the  size of  companies  in which a fund
invests;  the  midpoint  of  market   capitalization   (market  price  x  shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested  in each  stock.  Stocks  representing  half of the fund's  assets have
market capitalizations above the median, and the rest are below it.

NUMBER OF STOCKS. An indicator of diversification. The more stocks a fund holds,
the more  diversified  it is and the more  likely  to  perform  in line with the
overall stock market.

PRICE/BOOK  RATIO.  The share price of a stock divided by its net worth, or book
value,  per share.  For a fund,  the weighted  average  price/book  ratio of the
stocks it holds.

PRICE/EARNINGS  RATIO.  The ratio of a stock's  current  price to its  per-share
earnings over the past year. For a fund, the weighted  average P/E of the stocks
it holds. P/E is an indicator of market expectations about corporate  prospects;
the higher the P/E, the greater the expectations for a company's future growth.

R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the overall market (or its benchmark  index). If a fund's total
return  were  precisely  synchronized  with the  overall  market's  return,  its
R-squared  would  be 1.00.  If a  fund's  returns  bore no  relationship  to the
market's returns, its R-squared would be 0.

RETURN ON  EQUITY.  The annual  average  rate of return  generated  by a company
during the past five years for each dollar of  shareholder's  equity (net income
divided by  shareholder's  equity).  For a fund, the weighted  average return on
equity for the companies whose stocks it holds.

SECTOR DIVERSIFICATION. The percentages of a fund's common stocks that come from
each of the major industry groups that compose the stock market.

TEN LARGEST  HOLDINGS.  The percentage of net assets that a fund has invested in
its ten largest holdings.  (The average for stock mutual funds is about 35%.) As
this percentage  rises, a fund's returns are likely to be more volatile  because
they are more dependent on the fortunes of a few companies.

TURNOVER  RATE. An indication of trading  activity  during the past year.  Funds
with high turnover rates incur higher  transaction  costs and are more likely to
distribute capital gains (which are taxable to investors).

YIELD.  A snapshot of a fund's  income from interest and  dividends.  The yield,
expressed  as a  percentage  of the fund's net asset  value,  is based on income
earned over the past 30 days and is  annualized,  or  projected  forward for the
coming  year.  The  index  yield  is  based on the  current  annualized  rate of
dividends paid on stocks in the index.

                                       11

<PAGE>

FINANCIAL STATEMENTS
OCTOBER 31, 1999

STATEMENT OF NET ASSETS

This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped  and  subtotaled  by asset  type  (common  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price, or Net Asset Value (NAV) Per Share.

     At the end of the Statement of Net Assets, you will find a table displaying
the  composition of the fund's net assets on both a dollar and per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of the statement date. Any Accumulated Net Realized  Losses,  and any cumulative
excess of  distributions  over net income or net realized gains,  will appear as
negative  balances.  Unrealized  Appreciation  (Depreciation)  is the difference
between the market value of the fund's  investments and their cost, and reflects
the gains  (losses)  that would be  realized if the fund were to sell all of its
investments at their statement-date values.

- ---------------------------------------------------
                                            MARKET
                                            VALUE*
SELECTED VALUE FUND              SHARES      (000)
- ---------------------------------------------------
COMMON STOCKS (96.3%)
- ---------------------------------------------------
AUTO & TRANSPORTATION (9.4%)
  Dana Corp.                     210,000     6,208
  Genuine Parts Co.              230,000     5,994
  Norfolk Southern Corp.         200,000     4,888
  J.B. Hunt Transport Services,
      Inc.                        86,700     1,116
                                           --------
                                            18,206
- ---------------------------------------------------
CONSUMER DISCRETIONARY (6.5%)
o Toys R Us, Inc.                360,000     5,085
o Kmart Corp.                    440,000     4,427
o Danka Business Systems
   PLC ADR                       300,000     3,131
                                           --------
                                            12,643
                                           --------
CONSUMER STAPLES (2.9%)
  UST, Inc.                      200,000     5,538
                                           --------
FINANCIAL SERVICES (23.3%)
  MGIC Investment Corp.          145,000     8,664
  XL Capital Ltd. Class A1        20,000     6,442
  Ryder System, Inc.             300,000     6,413
  Deluxe Corp.                   210,000     5,932
  ProLogis Trust REIT            290,000     5,601
  Crescent Real Estate,
    Inc. REIT                    300,000     5,006
  Jefferson-Pilot Corp.           52,900     3,971
  MBIA, Inc.                      52,100     2,973
                                           --------
                                            45,002
                                           --------
HEALTH CARE (6.3%)
o  Watson  Pharmaceuticals,
    Inc.                         201,300     6,391
o  Magellan  Health  Services,
    Inc.                         512,500     3,107
o Coventry Health Care Inc.      462,100     2,657
                                           --------
                                            12,155
                                           --------

INTEGRATED OILS (3.6%)
  Kerr-McGee Corp.               130,000     6,988
                                           --------

OTHER ENERGY (3.7%)
  Vastar Resources, Inc.        120,000      7,088
                                           --------

MATERIALS & PROCESSING (14.4%)
  Eastman Chemical Co.           160,000     6,170
  Millennium Chemicals, Inc.     280,000     5,180
  RPM Inc. (Ohio)                415,950     4,965
  Lyondell Chemical Co.          400,000     4,850
  Armstrong World Industries
     Inc.                        110,000     4,111
  MacMillan Bloedel Ltd.         149,669     2,479
                                           --------
                                            27,755
                                           --------
PRODUCER DURABLES (12.5%)
o American Power
   Conversion Corp.              340,000     7,629
  Diebold, Inc.                  240,000     6,300
  Pall Corp.                     250,000     5,484
  The BFGoodrich Co.             200,000     4,737
                                           --------
                                            24,150
                                           --------

TECHNOLOGY (2.6%)
  Harris Corp.                   223,300     5,010
                                           --------
UTILITIES (8.1%)
o Northeast Utilities            375,000     7,805
  COMSAT Corp.                   312,780     5,845
  Kinder Morgan, Inc.            100,000     2,012
                                           --------
                                            15,662
                                           --------
OTHER (3.0%)
  Brunswick Corp.                260,000     5,883
                                           --------
- ---------------------------------------------------
TOTAL COMMON STOCKS
  (COST $205,908)                          186,080
- ---------------------------------------------------

                                      12

<PAGE>
- --------------------------------------------------------------
                                            FACE       MARKET
                                          AMOUNT       VALUE*
                                           (000)        (000)
- --------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (5.0%)
- --------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  5.24%, 11/1/1999                        $5,814        5,814
  5.26%, 11/1/1999--Note F                 3,826        3,826
- --------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $9,640)                                         9,640
- --------------------------------------------------------------
TOTAL INVESTMENTS (101.3%)
  (COST $215,548)                                     195,720
- --------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-1.3%)
- --------------------------------------------------------------
Receivables for Investment Securities Sold              7,297
Other Assets--Note C                                      883
Payables for Investment Securities
  Purchased                                            (6,015)
Other Liabilities--Note F                              (4,591)
                                                      --------
                                                       (2,426)
- --------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------
Applicable to 19,825,058 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                          $193,294
==============================================================

NET ASSET VALUE PER SHARE                               $9.75
==============================================================
*See Note A in Notes to Financial Statements.
oNon-Income-Producing Security.
ADR--American Depositary Receipt.
REIT--Real Estate Investment Trust.

==============================================================
                                          AMOUNT          PER
                                           (000)        SHARE
AT OCTOBER 31, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------
 Paid in Capital                        $223,105       $11.25
 Undistributed Net
  Investment Income                        2,023          .10
 Accumulated Net Realized
  Losses--Note D                         (12,006)        (.60)
 Unrealized Depreciation--Note E(19,828)(1.00)
- --------------------------------------------------------------
 NET ASSETS                             $193,294      $  9.75
==============================================================

                                       13

<PAGE>

STATEMENT OF OPERATIONS

This Statement  shows dividend and interest income earned by the fund during the
reporting period,  and details the operating expenses charged to the fund. These
expenses  directly  reduce the amount of investment  income  available to pay to
shareholders  as  dividends.  This  Statement  also  shows  any Net Gain  (Loss)
realized  on the  sale of  investments,  and the  increase  or  decrease  in the
Unrealized Appreciation (Depreciation) on investments during the period.

- --------------------------------------------------------------------------------
                                                             Selected Value Fund
                                                     Year Ended October 31, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME

   Dividends                                                            $ 3,221
   Interest                                                                 312
   Security Lending                                                          23
                                                                       ---------
      Total Income                                                        3,556
EXPENSES                                                               ---------
   Investment Advisory Fees--Note B
       Basic Fee                                                            668
      Performance Adjustment                                               (294)

   The Vanguard Group--Note C
      Management and Administrative                                         821
      Marketing and Distribution                                             33
   Custodian Fees                                                            12
   Auditing Fees                                                              9
   Shareholders' Reports                                                     18
                                                                       ---------
      Total Expenses                                                      1,267
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                     2,289
- --------------------------------------------------------------------------------
REALIZED NET LOSS ON INVESTMENT SECURITIES SOLD                         (11,940)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
 OF INVESTMENT SECURITIES                                                   123
- --------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                    $(9,528)
================================================================================

                                       14

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

This Statement shows how the fund's total net assets changed during the two most
recent reporting periods. The Operations section summarizes information detailed
in  the  Statement  of  Operations.   The  amounts  shown  as  Distributions  to
shareholders  from the fund's net  income  and  capital  gains may not match the
amounts shown in the Operations section, because distributions are determined on
a tax  basis  and may be made in a period  different  from the one in which  the
income was earned or the gains were  realized on the financial  statements.  The
Capital Share Transactions section shows the amount shareholders invested in the
fund,  either by purchasing shares or by reinvesting  distributions,  as well as
the amounts redeemed.  The  corresponding  numbers of Shares Issued and Redeemed
are shown at the end of the Statement.
- --------------------------------------------------------------------------------
                                                           Selected Value Fund
                                                         Year Ended October 31,
                                                      --------------------------
                                                            1999          1998
                                                           (000)         (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                   2,289         1,090
   Realized Net Gain (Loss)                              (11,940)        4,745
   Change in Unrealized Appreciation (Depreciation)          123       (41,276)
                                                        ------------------------
      Net Decrease in Net Assets Resulting
           from Operations                                (9,528)      (35,441)
                                                        ------------------------
DISTRIBUTIONS
   Net Investment Income                                  (1,158)         (741)
   Realized Capital Gain                                  (4,778)       (6,818)
                                                        ------------------------
      Total Distributions                                 (5,936)       (7,559)
                                                        ------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                152,679        73,513
   Issued in Lieu of Cash Distributions                    5,686         7,233
   Redeemed                                             (101,391)      (75,874)
                                                        ------------------------
      Net Increase from Capital Share Transactions        56,974         4,872
- --------------------------------------------------------------------------------
   Total Increase (Decrease)                              41,510       (38,128)
- --------------------------------------------------------------------------------
NET ASSETS
   Beginning of Year                                     151,784       189,912
                                                        ----------------------
   End of Year                                          $193,294      $151,784
================================================================================

1Shares Issued (Redeemed)

   Issued                                                 14,258         6,056
   Issued in Lieu of Cash Distributions                      594           610
   Redeemed                                               (9,870)       (6,449
                                                        ------------------------
      Net Increase in Shares Outstanding                   4,982           217
================================================================================
                                       15

<PAGE>


FINANCIAL HIGHLIGHTS

This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders on a per-share  basis. It also presents the fund's Total Return and
shows net investment income and

expenses as percentages of average net assets.  These data will help you assess:
the  variability  of the fund's net income and total  returns from year to year;
the relative  contributions  of net income and capital gains to the fund's total
return;  how much it costs to operate the fund; and the extent to which the fund
tends to distribute  capital gains. The table also shows the Portfolio  Turnover
Rate,  a measure of  trading  activity.  A turnover  rate of 100% means that the
average security is held in the fund for one year.

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------
                                                              SELECTED VALUE FUND

                                                             YEAR ENDED OCTOBER 31,
                                                            -------------------------
<S>                                                           <C>      <C>        <C>              <C>
                                                                                            FEB.15* TO
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD               1999     1998       1997    OCT. 31, 1996
- ------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                       $10.23   $12.98     $10.07           $10.00
- ------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                                      .12      .07        .06              .04
   Net Realized and Unrealized Gain (Loss)
      on Investments                                         (.19)   (2.31)      3.02              .03
                                                     -------------------------------------------------
      Total from Investment Operations                       (.07)   (2.24)      3.08              .07
                                                     -------------------------------------------------
DISTRIBUTIONS
   Dividends from Net Investment Income                      (.08)    (.05)      (.06)
   Distributions from Realized Capital Gains                 (.33)     .46)      (.11)
                                                     -------------------------------------------------
      Total Distributions                                    (.41)    (.51)      (.17)
- ------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                            $  9.75   $10.23     $12.98           $10.07
======================================================================================================
TOTAL RETURN                                               -0.61%  -17.80%     30.92%            0.70%
======================================================================================================

RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Period (Millions)                      $193     $152       $190              $93
   Ratio of Total Expenses to Average Net Assets            0.73%    0.65%      0.74%          0.75%**
   Ratio of Net Investment Income to Average Net Assets     1.31%    0.58%      0.60%          0.75%**
   Portfolio Turnover Rate                                   102%      47%        32%              25%
======================================================================================================
 *Inception.
**Annualized.
</TABLE>

                                       16

<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard  Selected Value Fund is registered under the Investment  Company Act of
1940 as a diversified open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles  for mutual  funds.  The fund  consistently  follows such
policies in preparing its financial statements.

     1. SECURITY  VALUATION:  Equity  securities are valued at the latest quoted
sales  prices  as of the  close  of  trading  on the  New  York  Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades. Temporary cash investments are valued at cost, which approximates market
value.  Securities  for which market  quotations  are not readily  available are
valued by methods deemed by the Board of Trustees to represent fair value.

     2.  FEDERAL  INCOME  TAXES:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.

     3.  REPURCHASE  AGREEMENTS:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a Pooled Cash Account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.

     4.   DISTRIBUTIONS: Distributions  to shareholders   are  recorded  on  the
ex-dividend date.

     5. OTHER: Dividend income is recorded  on  the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Barrow,  Hanley,  Mewhinney & Strauss,  Inc.,  provides  investment  advisory
services  to the fund  for a fee  calculated  at an  annual  percentage  rate of
average net assets.  The basic fee is subject to quarterly  adjustments based on
performance  for the preceding three years relative to the Russell Midcap Index.
For the year ended October 31, 1999,  the advisory fee  represented an effective
annual basic rate of 0.38% of the fund's average net assets before a decrease of
$294,000 (0.17%) based on performance.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  Board of  Trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At October 31, 1999, the fund had  contributed  capital of $40,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.04% of  Vanguard's  capitalization.  The fund's  Trustees and officers are
also Directors and officers of Vanguard.

D. During the year ended October 31, 1999,  the fund purchased  $222,443,000  of
investment securities and sold $172,773,000 of investment securities, other than
temporary cash investments.

     At October 31, 1999, the fund had available a capital loss  carryforward of
$11,941,000 to offset future net capital gains through October 31, 2007.

                                       17

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

E. At October 31, 1999, net unrealized depreciation of investment securities for
financial reporting and federal income tax purposes was $19,828,000,  consisting
of unrealized  gains of $16,160,000 on securities  that had risen in value since
their  purchase and  $35,988,000  in unrealized  losses on  securities  that had
fallen in value since their purchase.

F. The market value of securities on loan to broker/dealers at October 31, 1999,
was  $3,608,000,  for which the fund held cash  collateral of  $3,826,000.  Cash
collateral received is invested in repurchase agreements.

                                       18

<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Vanguard Selected Value Fund

In our  opinion,  the  accompanying  statement  of net  assets  and the  related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
Vanguard  Selected  Value Fund (the "Fund") at October 31, 1999,  the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended and the financial  highlights for each
of the three years in the period then ended and for the period February 15, 1996
(commencement  of  operations)  through  October 31, 1996,  in  conformity  with
generally  accepted  accounting  principles.   These  financial  statements  and
financial highlights  (hereafter referred to as "financial  statements") are the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at October  31,  1999 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.

PricewaterhouseCoopers LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103

November 30, 1999

                                       19

<PAGE>

================================================================================
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD SELECTED VALUE FUND

This  information  for the fiscal  year ended  October  31,  1999,  is  included
pursuant to  provisions  of the  Internal  Revenue  Code.

     The fund  distributed  $4,778,000  as  capital  gain  dividends  (from  net
long-term  capital  gains) to  shareholders  in December  1998,  all of which is
designated as a 20% rate gain distribution.

     For corporate shareholders, 100% of investment income (dividend income plus
short-term gains, if any) qualifies for the dividends-received deduction.
================================================================================
                                       20

<PAGE>
- --------------------------------------------------------------------------------
THE PEOPLE WHO GOVERN YOUR FUND

The  Trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests  since,  as a shareholder,  you are part owner of
the fund.  Your  fund  Trustees  also  serve on the  Board of  Directors  of The
Vanguard  Group,  which is owned by the  funds  and  exists  solely  to  provide
services to them on an at-cost basis.

   Seven of  Vanguard's  nine board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
sizable personal investments they have made as private  individuals.  They bring
distinguished  backgrounds  in business,  academia,  and public service to their
task of working with Vanguard officers to establish the policies and oversee the
activities of the funds.

   Among board members'  responsibilities  are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  Trustees/Directors;   and  electing
Vanguard officers.

         The  list  below  provides  a  brief   description  of  each  Trustee's
professional affiliations. Noted in parentheses is the year in which the Trustee
joined the Vanguard Board.

TRUSTEES

JOHN C. BOGLE (1967) Founder, Senior Chairman of the Board, and Director/Trustee
of The  Vanguard  Group,  Inc.,  and  each of the  investment  companies  in The
Vanguard Group.

JOHN J. BRENNAN v (1987)  Chairman of the Board,  Chief Executive  Officer,  and
Director/Trustee  of The  Vanguard  Group,  Inc.,  and  each  of the  investment
companies in The Vanguard Group.

JOANN HEFFERNAN HEISEN (1998) Vice President,  Chief Information  Officer, and a
member of the  Executive  Committee of Johnson & Johnson;  Director of Johnson &
JohnsonoMerck Consumer Pharmaceuticals Co., The Medical Center at Princeton, and
Women's Research and Education Institute.

BRUCE K.  MACLAURY  (1990)  President  Emeritus  of The  Brookings  Institution;
Director of  American  Express  Bank Ltd.,  The St. Paul  Companies,  Inc.,  and
National Steel Corp.

Burton G. Malkiel  (1977)  Chemical  Bank  Chairman's  Professor  of  Economics,
Princeton  University;  Director of Prudential  Insurance Co. of America,  Banco
Bilbao Gestinova,  Baker Fentress & Co., The Jeffrey Co., and Select Sector SPDR
Trust.

ALFRED M. RANKIN, JR. (1993) Chairman,  President,  Chief Executive Officer, and
Director of NACCO Industries, Inc.; Director of The BFGoodrich Co.

JOHN C.  SAWHILL  (1991)  President  and Chief  Executive  Officer of The Nature
Conservancy;  formerly,  Director  and  Senior  Partner  of  McKinsey  & Co. and
President  of New York  University;  Director of Pacific Gas and  Electric  Co.,
Procter & Gamble Co., NACCO Industries, and Newfield Exploration Co.

JAMES O. WELCH,  JR. (1971) Retired  Chairman of Nabisco Brands,  Inc.;  retired
Vice Chairman and Director of RJR Nabisco;  Director of TECO Energy,  Inc.,  and
Kmart Corp.

J. LAWRENCE  WILSON  (1985)  Retired  Chairman  of Rohm & Haas Co.;  Director of
Cummins Engine Co. and The Mead Corp.; Trustee of Vanderbilt University.
- --------------------------------------------------------------------------------

OTHER FUND OFFICERS

RAYMOND J.  KLAPINSKY  v  Secretary;  Managing  Director  and  Secretary  of The
Vanguard  Group,  Inc.;  Secretary  of each of the  investment  companies in The
Vanguard Group.

THOMAS J. HIGGINS v Treasurer;  Principal of The Vanguard Group, Inc.; Treasurer
of each of the investment companies in The Vanguard Group.

VANGUARD MANAGING DIRECTORS
R. GREGORY BARTON v Legal Department.
ROBERT A. DISTEFANO v Information Technology.
JAMES H. GATELY v Individual Investor Group.
KATHLEEN C. GUBANICH v Human Resources.
IAN A. MACKINNON v Fixed Income Group.
F. WILLIAM MCNABB, III v Institutional Investor Group.
MICHAEL S. MILLER v Planning and Development.
RALPH K. PACKARD v Chief Financial Officer.
GEORGE U. SAUTER v Core Management Group.


<PAGE>

ABOUT OUR COVER

Our cover art,  depicting HMS Vanguard at sea, is a reproduction  of Leading the
Way, a 1984 work created and  copyrighted by noted naval artist Tom Freeman,  of
Forest Hill, Maryland.

[SHIP]
[THE VANGUARD GROUP LOGO]
Post Office Box 2600
Valley Forge, Pennsylvania 19482-2600

All comparative mutual fund data are from Lipper Inc. or Morningstar, Inc.,
unless otherwise noted.

"STANDARD & POOR'S(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.

Frank Russell Company is the owner of trademarks and copyrights  relating to the
Russell Indexes.  "Wilshire 4500" and "Wilshire 5000" are trademarks of Wilshire
Associates.

World Wide Web
www.vanguard.com

Fund Information
1-800-662-7447

Individual Account Services
1-800-662-2739

Institutional Investor Services
1-800-523-1036

This report is intended for the fund's  shareholders.  It may not be distributed
to  prospective  investors  unless it is preceded or  accompanied by the current
fund prospectus.

Q9340-12/16/1999
(C) 1999 The Vanguard Group, Inc.

All rights reserved.
Vanguard Marketing
Corporation, Distributor.



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