VANGUARD MASSACHUSETTS TAX EXEMPT FUNDS
N-30D, 2000-08-01
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VANGUARD(R) MASSACHUSETTS
TAX-EXEMPT FUND

SEMIANNUAL

[PHOTO OF SHIP]

May 31, 2000

[A MEMBER OF
THE VANGUARD GROUP(R) LOGO]

         HAVE THE PRINCIPLES OF INVESTING CHANGED?

         In  a  world  of  frenetic  change in  business,  technology,  and  the
financialmarkets,  it is  natural  to wonder  whether  the basic  principles  of
investing have changed.
         We don't think so.
         The most successful  investors over the coming decade will be those who
began the new century with a fundamental  understanding  of risk and who had the
discipline to stick with long-term investment programs.

         Certainly,  investors today confront a challenging, even unprecedented,
environment.Valuations  of market  indexes are at or near  historic  highs.  The
strength and duration of the bull market in U.S.  stocks have inflated  people's
expectations  and  diminished  their  recognition  of the market's  considerable
risks. And the incredible  divergence in stock returns--many  technology-related
stocks  gained  100% or more in 1999,  yet prices fell for more than half of all
stocks--has made some investors question the idea of diversification.

         And then there is the Internet. Undeniably, it is a powerful medium for
communications and transacting business.  For investors,  the Internet is a vast
source  of  information  about  investments,  and  online  trading  has  made it
inexpensive and convenient to trade stocks and invest in mutual funds.

         However, new tools  do not guarantee  good workmanship.  Information is
not the same as wisdom. Indeed, much of the information, opinion, and rumor that
swirl  about  financial  markets  each day  amounts  to  "noise"  of no  lasting
significance.  And the fact  that  rapid-fire  trading  is easy does not make it
beneficial.   Frequent  trading  is  almost  always  counterpro-ductive  because
costs--even at low commission rates--and taxes detract from the returns that the
markets  provide.  Sadly,  many  investors jump into a "hot" mutual fund just in
time to see it  cool  off.  Meanwhile,  long-term  fund  investors  are  hurt by
speculative  trading  activity  because they bear part of the costs  involved in
accommodating purchases and redemptions.

         Vanguard  believes that intelligent  investors should resist short-term
thinking and focus instead on a few time-tested principles:

         o Invest for the long term. Pursuing your long-term investment goals is
more like a marathon than a sprint.

         o Diversify your investments with holdings in stocks,  bonds,  and cash
investments.  Remember that, at any moment, some part of a diversified portfolio
will lag other  parts,  and be wary of taking on more risk by "piling  onto" the
best-performing  part of your holdings.  Today's leader could well be tomorrow's
laggard.

         o Step back from the daily frenzy of the markets; focus on your overall
asset allocation.

         o Capture  as much  of  the  market's  return as possible by minimizing
costs and taxes.

Costs and taxes  diminish  long-term  returns  while doing nothing to reduce the
risks you incur as an investor.

--------------------------------------------------------------------------------
CONTENTS

REPORT FROM THE CHAIRMAN    1            FUND PROFILE                    8

THE MARKETS IN PERSPECTIVE  4            PERFORMANCE SUMMARY            10

REPORT FROM THE ADVISER     6            FINANCIAL STATEMENTS           11
--------------------------------------------------------------------------------

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  5000(R)" and  "Wilshire  4500" are  trademarks  of
Wilshire Associates Incorporated.
<PAGE>

REPORT FROM THE CHAIRMAN

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

         Interest rates for most municipal bonds ratcheted higher during the six
months ended May 31, 2000--the first half of Vanguard  Massachusetts  Tax-Exempt
Fund's fiscal year--and bond prices  generally  declined.  In this  environment,
municipal bonds earned positive total returns,  as price declines only partially
offset the interest income earned during the period.

----------------------------------------------------------------
                                                  TOTAL RETURNS
                                                SIX MONTHS ENDED
                                                   MAY 31, 2000
----------------------------------------------------------------
Vanguard Massachusetts
 Tax-Exempt Fund                                      1.0%
----------------------------------------------------------------
Average Massachusetts
 Municipal Debt Fund*                                 0.5%
----------------------------------------------------------------
*Derived from data provided by Lipper Inc.

         As you can see in the adjacent table, our fund earned a six-month total
return (capital change plus reinvested  dividends) of 1.0%, which topped that of
its average  peer.  Our fund's  total return is based on a decrease in net asset
value from $9.25 per share on November 30,  1999,  to $9.10 per share on May 31,
2000,  and is adjusted  for  dividends  totaling  $0.237 per share paid from net
investment  income.  For Massachusetts  residents,  income earned by our fund is
exempt from federal and Massachusetts  income taxes, but may be subject to local
taxes and to the alternative minimum tax.

         The fund's  yield rose from 5.17% at the end of November  1999 to 5.62%
on May 31. For taxpayers in the highest federal income tax bracket (39.6%),  the
taxable equivalent yield at the end of the period was about 9.3%.

THE PERIOD IN REVIEW

The U.S. economy expanded  impressively  during the six months ended May 31, but
the terrific  pace of economic  growth  stoked  fears of higher  inflation--and,
thus,  higher  interest  rates.  These fears put  pressure on the prices of both
stocks and bonds,  making it a volatile six months for stocks,  particularly for
technology shares, and a generally lackluster half-year for bonds.

         The Federal  Reserve Board continued its campaign to head off inflation
by hiking its target for short-term  interest rates by a full  percentage  point
during the  half-year.  The yield of the 10-year  U.S.  Treasury  note rose only
slightly,  to 6.27% on May 31 from  6.19% six months  earlier,  and the yield of
3-month Treasury bills rose by 32 basis points (0.32 percentage  point) to close
the period at 5.62%.  However,  the yield of the benchmark 30-year Treasury bond
fell from 6.29% on November  30, 1999,  to 6.01% on May 31,  2000.  This decline
resulted from the decreasing  supply of long-term  Treasury debt-- a development
that drove prices higher and yields lower for the longest-term Treasuries.

         Yields of  high-grade, long-term municipal bonds ended the half-year at
5.91%,  up a tiny bit from  5.87%  when the period  began.  Yields on  top-grade
(MIG-1) 3-month notes rose 35 basis points to 4.15% on May 31.

         Relative  to  U.S.  Treasury bonds,   longer-term  municipal  bonds are
extremely attractive, particularly  for investors in higher income tax brackets.
On May 31,the yield of a high-grade, long-term municipal bond was equal to about
98% of the yield of the 30-year U.S. Treasury bond, whose interest is subject to
federal  income tax. The spread between  long-term  Treasury bonds and munis was
unusually  thin  because  of the  heavy

                                       1
<PAGE>


demand  for--and,  thus,  lower  yields of--long-term Treasuries. For securities
with maturities of 10 years, the yield of  municipal  bonds  was  equal to about
85% of  the  yield  of  Treasuries,  a  proportion  in  line  with the long-term
historical rate.

         The U.S.  stock  market advanced  during the six  months, though as the
period progressed investors' favor shifted toward value-oriented stocks and away
from growth shares.  The  Wilshire  5000 Total  Market Index,  a  measure of the
entire  U.S.  stock  market,  gained  2.4%  for  the  half-year.   Among  large-
capitalization  stocks,  the  returns  of value stocks outpaced those of growth-
oriented   shares  by  nearly 2  percentage  points  (3.6%  for  the  Standard &
Poor's  500/BARRA  Value Index;  1.9% for the S&P  500/BARRA  Growth  Index).The
split  was  especially evident from March  through May,  when large value stocks
gained 10.0% and large growth stocks slipped -0.4%

PERFORMANCE OVERVIEW

Vanguard Massachusetts  Tax-Exempt Fund earned 1.0% for the six months, ahead of
the 0.5%  return  of its  average  peer and even with the  return of the  Lehman
Brothers  Municipal Bond Index, which exists outside the real world of operating
expenses and transaction costs.

         Of course,  a six-month  return  tells only part of the story of a bond
fund's  performance.  It's  important to note that  semiannual  returns for bond
funds account for only half of the year's  interest  income,  while prices fully
and immediately reflect movements in interest  rates--rising when rates fall and
falling  when rates rise.  For  perspective,  it's  important to consider a full
year's interest  income when evaluating a bond fund.  During the 12 months ended
May 31, 2000, our fund recorded a negative total return of -2.3%,  consisting of
an income return of 4.7% and a price decline of -7.0%.

         Also, keep in mind that rising interest rates,  which cause bond prices
to fall,  are not entirely bad news for fixed income  investors.  For  long-term
bonds,  a rise in interest  rates causes an  immediate  price  decline,  but the
long-term  effect can be beneficial  because there is more income to reinvest at
higher  yields.   Conversely,   when  interest  rates  drop,  bond  prices  rise
immediately,  but over the long haul,  lower rates diminish the income earned on
reinvested dividends.

         Though  bond  prices  can swing  dramatically,  over the long run it is
interest  income that  accounts for virtually all of a bond fund's total return.
As such,  municipal  bonds  that now offer a yield of about  5.5% can  provide a
solid  long-term  return,  particularly  if inflation  remains at relatively low
levels.

         A key ingredient in our success is our significant  cost advantage over
similar  funds.  Our  fund  has  an  annualized  expense  ratio  (expenses  as a
percentage of average net assets) of 0.19%, just a fraction of the 1.16% charged
by the average Massachusetts tax-exempt fund. Our cost advantage, which provides
us with a head  start  in our  quest  to  outperform  our  competitors,  and the
skillful  management of our  investment  adviser,  Vanguard  Fixed Income Group,
create a powerful  combination  that we believe  will  continue  to benefit  our
shareholders.

IN SUMMARY

The argument for holding  bonds as well as stocks in a balanced  portfolio is an
enduring one that is not based on past returns or projections of future returns.
Fixed income  investments  add to a  portfolio's  diversification,  and interest
income is a valuable and durable component of total return that, when compounded
over  long  periods,  plays  an  important  role  in  accumulating  wealth.  For
Massachusetts  residents,  the triple tax benefit of a  Massachusetts  municipal
bond fund can be especially valuable.

                                       2
<PAGE>

         History has taught us  that investors  who maintain balanced portfolios
of well- diversified stock funds, bond funds, and money  market  funds generally
find it easierto  maintain their  equilibrium in turbulent times. We urge you to
base your investment plans on your own goals, time horizon, and risk tolerance--
and then to stick with those plans over the long haul.

/s/

John J. Brennan
Chairman and Chief Executive Officer

June 14, 2000











--------------------------------------------------------------------------------
IN MEMORY
--------------------------------------------------------------------------------

It is with  great  sadness  that I  report  the  death  of John C.  Sawhill,  an
independent  trustee of the fund and a member of The Vanguard  Group's  board of
directors  since 1991.  John, an economist who was president and chief executive
officer  of The  Nature  Conservancy,  died on May 18 at age 63. He was a senior
lecturer at the Harvard  Business School and had formerly served as president of
New York  University  and as deputy  secretary of the U.S.  Department of Energy
under President Jimmy Carter.  John was a remarkable man who was full of energy,
vigor,  and life. His experience and wisdom added a great deal to Vanguard,  and
his death is a blow to everyone  who knew and loved him.  Though  John's work on
behalf of our funds was often  carried on behind the scenes,  he was a dedicated
advocate for the best interests of our shareholders. He will be missed.

                                       3
<PAGE>

THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED MAY 31, 2000

Strong  crosscurrents  pushed and  tugged at  financial  markets  during the six
months ended May 31, 2000.  Positive  influences  included very strong  economic
growth and rising corporate profits.  Negative factors included tighter monetary
policy, higher inflation, and concerns about stock valuations.

         Interest  rates  rose in most  segments  of the bond  market,  and bond
prices slipped. Stock prices rose slightly, on balance, although wide day-to-day
price swings were frequent.

         Uncertainty  in  both  the  bond  and  stock  markets  centered  on the
surprising  performance of the U.S. economy, which grew at a torrid 7.3% pace in
the final  three  months of 1999 and at a  still-robust  5.4%  during  the first
quarter of 2000.  With U.S.  unemployment  at around 4.0% of the workforce,  the
Federal  Reserve Board  continued to be concerned  that  inflation  would worsen
unless the economic expansion slowed.  The Fed raised short-term  interest rates
by 0.25 percentage  point in February and again in March,  before boosting rates
by  0.50   percentage   point  in  mid-May.   These  boosts,   following   three
quarter-percentage-point increases in 1999, took the Fed's target for short-term
rates to 6.5%.  By the end of May,  some  signs of  slowing  had  emerged in the
economy,  although it was not certain  that the Fed had  finished  applying  the
brakes.

         Evidence on inflation was ambiguous. The Consumer Price Index increased
1.8% and 3.1%, respectively, for the six- and twelve-month periods ended May 31,
but  much of the  increase  was due to  higher  energy  and  food  prices.  Core
inflation,  which excludes those  sectors,  was up a less-scary  2.4% during the
twelve months ended May 31.

-------------------------------------------------------------------------
                                                    TOTAL RETURNS
                                             PERIODS ENDED MAY 31, 2000
                                           ------------------------------
                                           6 MONTHS    1 YEAR    5 YEARS*
-------------------------------------------------------------------------
STOCKS

  S&P 500 Index                              2.9%      10.5%      23.8%
  Russell 2000 Index                         5.5        9.9       13.5
  Wilshire 5000 Index                        2.4       10.7       22.3
  MSCI EAFE Index                            0.7       17.4       10.4
-------------------------------------------------------------------------
BONDS

  Lehman Aggregate Bond Index                1.4%       2.1%       6.0%
  Lehman 10 Year Municipal Bond Index        0.7       -0.2        5.3
  Salomon Smith Barney 3-Month
   U.S. Treasury Bill Index                  2.7        5.2        5.2
-------------------------------------------------------------------------
OTHER

  Consumer Price Index                       1.8%       3.1%       2.4%
-------------------------------------------------------------------------
*Annualized.

U.S. STOCK MARKETS

Optimism about long-term prospects for technology, media, and telecommunications
companies  dominated  the equity  markets  through the first three months of the
period.  But  sentiment  shifted  suddenly  in  mid-March,  sending the tech and
telecom  groups  sharply  lower.  The tech-heavy  Nasdaq  Composite  Index,  for
example, registered a 41.1% return from November 30 through February 29, only to
give back most of the gains  over the next  three  months.  End  result:  a 2.4%
return for the six months ended May 31.

         The overall stock market,  as measured by the Wilshire 5000 Index, also
returned 2.4%.  Value stocks,  those  characterized  by  above-average  dividend
yields and below-average  price/earnings and price/book value ratios,  enjoyed a
resurgence beginning in mid-March.

                                       4
<PAGE>

For the full six  months, the value components of both the  large-capitalization
S&P 500  Index  and the  small-cap  Russell 2000 Index outperformed the indexes'
growth components.

         Within  the S&P  500,  the  half-year's  best  return  was the 48% gain
recorded by "other energy" stocks, including oil-drilling and services companies
that  benefited  from a  continuing  rise in oil prices.  The  producer-durables
sector gained 18%, largely because of big gains for a number of manufacturers of
telecommunications  gear and  semiconductor  testing and fabrication  equipment.
Technology  stocks,  which now account for about  one-quarter of the total stock
market's value, gained about 12% for the six months.

         Poor performers included the utilities sector (-14% return),  which was
hurt by downturns in several large telephone  stocks,  and many consumer staples
(-9%) and  consumer-discretionary  (-6%)  companies.  Prices fell  steeply for a
number of high-profile  retailers,  beverage and food makers, tobacco companies,
and entertainment enterprises.

U.S. BOND MARKETS

The Federal  Reserve's  influence on interest  rates is strongest for short-term
securities.Over the six months, the Fed pushed up the rate  charged on overnight
loans between  banks  by  1  percentage  point  to 6.5%.  Yields of 3-month U.S.
Treasury bills rose  only  one-third as  far (0.32 percentage point, or 32 basis
points), to 5.62%.  And long-term  Treasury  yields moved even less. The 10-year
Treasury  note rose  just 8 basis  points  to  6.27%  as of May 31,  and  yields
fell for very long-term  Treasury  bonds  due  to  a  cutback in issuance of new
bonds. As a result of the shrinking supply of long-term  bonds, the yield of the
30-year  Treasury bond declined 28 basis points--from 6.29% to 6.01%--during the
half-year.

         Because  short-term  rates moved higher while long-term rates declined,
there  was an  unusual  "inversion"  in the  yield  curve.  Instead  of  sloping
upward--with   yields   increasing   along  with  the   maturity   of   Treasury
securities--the  curve sloped down. The 6.01% yield of 30-year Treasuries on May
31 was 70 basis points below the 6.71% yield on 3-year Treasury notes.

         Corporate  and  municipal  bonds did not  perform  as well as  Treasury
securities,  and the yield curve for these sectors remained  positive--yields of
long-term bonds remained higher than those of short-term securities.  The Lehman
Aggregate  Bond Index,  a proxy for the overall  taxable bond  market,  returned
1.4%, as a price decline of 2% offset most of the 3.4% income  provided by bonds
during the half-year.

INTERNATIONAL STOCK MARKETS

A stronger  U.S.  dollar and weak Asian  markets made the half-year a lackluster
one for U.S.  investors in foreign stocks.  Improving economic growth in most of
the world  helped a number of  markets  in Europe,  Asia,  and Latin  America to
produce good gains in their local currencies. However, the U.S. dollar increased
in value versus most currencies,  significantly reducing the returns received by
dollar-based  investors.  (Conversely,  when the dollar falls in value,  returns
from abroad are enhanced for U.S. investors.)

         The  overall  return in  dollars  from  developed foreign markets was a
scant 0.7%, as  measured by the Morgan  Stanley  Capital  International  Europe,
Australasia, Far East (EAFE) Index. However, in local currencies, the EAFE Index
return for the six months was a very
respectable 7.8%.

         In Europe,  where stocks benefited  from  a  continuance  of  corporate
acquisitions,  an average 12.8% gain in local-currency terms was reduced to 4.7%
for U.S.  investors  because of the  dollar's  strength.  Stocks in the  Pacific
region,  which is  dominated  by Japan,  returned  -7.0% in dollars,  as a -2.0%
return in local-currency terms was further diminished by the dollar's gains. The
Select Emerging Markets Free Index returned -2.8% in U.S. dollars.


                                       5
<PAGE>


REPORT FROM THE ADVISER

The economy  continued its robust  expansion during the six months ended May 31,
2000,  the first half of the fiscal year for Vanguard  Massachusetts  Tax-Exempt
Fund.  The  unemployment  rate  fell as low as 3.9% and the  economy  grew at an
annual rate of more than 5% during the half-year.

         A fear of inflation roiled the markets,  as investors focused on rising
short-term  rates.  On three  occasions the Federal  Reserve Board increased the
federal funds rate to slow economic  growth.  In turn,  this led to a noticeable
increase in stock market volatility.  Throughout the tumult, the tax-exempt bond
market remained  relatively calm. A typical  long-term,  high-quality  municipal
bond  started the period  with a 5.87% yield and ended it with a barely  changed
yield of 5.91%.  Importantly,  the  transition  from 1999 to 2000 went smoothly,
without  negative  effects  for either the  issuers  of  municipal  bonds or the
financial markets.

         Although  other  markets were volatile during the half-year, tax-exempt
bonds  were a  solid, if  unglamorous,  investment,  and your fund  continued to
dutifully  turn  out  consistent  tax-exempt  dividends.  Often  the   municipal
securities  market  lacks  the  dramatic  allure  of  the stock market. However,
tax-exempt  securities  are  a  reliable  workhorse  for  the total return of an
investor's portfolio.

         The fund earned a tax-free return  of 1.0% during the half-year, double
the 0.5% return of  the  average Massachusetts  municipal bond fund and equal to
the return of the Lehman Municipal Bond Index, our unmanaged benchmark.

LOW DEMAND, LOW SUPPLY

During the  half-year,  few new  investors  entered the  municipal  bond market.
Indeed,  most  tax-exempt  funds  experienced net outflows of cash, as investors
redeemed shares to finance other purchases or to pay federal taxes.  During this
time,  the low demand for  municipal  bonds  improved  their  value  relative to
taxable bonds. As of May 31, a highly rated,  long-term state general obligation
bond provided 98% of the income of a similar U.S. Treasury security, even though
interest paid on the municipal bond is generally exempt from federal income tax,
while interest on Treasuries is not. Investors in the top (39.6%) federal income
tax bracket,  therefore,  received 2.3  percentage  points in additional  yield,
after  taxes,  from  high-quality,   long-term  muni  bonds  than  from  similar
Treasuries. Such attractive relative yields have rarely endured.

         The  supply  of  newly  issued  tax-exempt  bonds  so  far in 2000 is a
staggering  30%  lower  than  last  year.  The  stronger economy has boosted the
finances of local governments, so fewer issuers need to tap the credit  markets.
The  drop in  new municipal  bond  issuance  has  supported  prices for existing
tax-exempt securities,especially in states  with relatively high taxes. However,
the  effects  of  reduced supply  have  largely  been offset by tepid demand for
municipal  bonds. At some point, we can expect  that muni bond  prices will rise
in  relation  to  those  of  taxable bonds and that the spread between yields of
municipals and taxable bonds will widen.

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY

The adviser  believes that the fund,  while operating within stated maturity and
stringent  quality  targets,  can achieve a high level of current income that is
exempt from federal and Massachusetts  income taxes by investing in high-quality
securities issued by Massachusetts state, county, and municipal governments.
--------------------------------------------------------------------------------
                                       6
<PAGE>


MATURITY SPREADS  NARROW,  CREDIT SPREADS WIDEN

For municipal bonds, as for other fixed income investments, the spread in yields
between  issues  with  short-and  long-term  maturities  has  narrowed.  In  the
tax-exempt market, the gap in yields between a 1-year bond and a 30-year bond is
only 1.4  percentage  points,  down  from  about  2.0  percentage points. In the
Treasury  bond  market, short-term  yields  are currently higher than yields for
long-term bonds.  This is  unusual,   because investors typically require higher
yields  to  lend  money  for  longer  periods. The  anomaly reflects the Federal
Reserve Board's raising of short-term rates and the fall in supply of  long-term
Treasury  bonds.  Even if the Fed keeps raising interest rates, we expect yields
for  tax-exempt  bonds to maintain their usual upward-sloping curve, with yields
rising as maturities increase.

         During  the  half-year,  the  spread  between  yields  of  high-quality
municipal  bonds and  yields of  lower-quality  bonds  widened.  This meant that
lower-quality  bond prices lagged those of high-quality bonds and that investors
were demanding  higher yields to take on higher credit risk.  During the period,
the extra income paid by bonds with the lowest investment-grade rating (Baa/BBB)
versus  those  with  the  highest  quality  (AAA)  increased  from  0.50 to 0.75
percentage  point.  This reversed the trend of recent years, when credit spreads
narrowed to  historical  lows as investors  stretched for  incrementally  higher
returns by buying lower-quality bonds.

         The trend toward wider credit-quality  spreads began with bonds used to
finance  hospitals and other health care facilities.  Most health care providers
have credit  ratings in the middle or lower tiers of  investment-grade  ratings.
Rising  cost  pressures  and  reductions  in expense  reimbursement  from health
insurers  have taken a toll.  Investors  are cautious and have  demanded  higher
yields to hold bonds from these issuers,  a trend that has spilled over into all
lower-quality sectors.

         As you have come to expect, Vanguard has maintained a steady commitment
to  higher-quality  issues. We have sought to provide superior income by keeping
expenses low, so that more of the funds' gross income flows to you,  rather than
by taking on increased  credit risk. The market's recent focus on credit quality
has helped our performance relative to peer funds.

IAN A. MACKINNON, MANAGING DIRECTOR
CHRISTOPHER M. RYON, PRINCIPAL
PAMELA WISEHAUPT TYNAN, PRINCIPAL
DANIEL S. SOLENDER, PRINCIPAL
VANGUARD FIXED INCOME GROUP

June 13, 2000

                                       7
<PAGE>


FUND PROFILE
MASSACHUSETTS TAX-EXEMPT FUND

This  Profile  provides a snapshot of the fund's  characteristics  as of May 31,
2000,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on page 9.


FINANCIAL ATTRIBUTES                            INVESTMENT FOCUS
---------------------------------------------   --------------------------------
                    MASSACHUSETTS      LEHMAN
                       TAX-EXEMPT      INDEX*              [grid]
---------------------------------------------
Number of Issues              104      38,998   AVERAGE MATURITY        LONG
Yield                        5.6%          --   CREDIT QUALITY          HIGH
Yield to Maturity            5.8%          --
Average Coupon               5.3%        5.5%
Average Maturity       16.3 years  13.4 years
Average Quality                AA         AA+
Average Duration        9.4 years   7.5 years
Expense Ratio             0.19%**          --
Cash Reserves                1.1%          --

 *Lehman Municipal Bond Index.
**Annualized.


DISTRIBUTION BY CREDIT QUALITY               DISTRIBUTION BY MATURITY
(% OF PORTFOLIO)                             (% OF PORTFOLIO)
---------------------------------            -----------------------------------
AAA                         65.9%            Under 1 Year                  7.5%
AA                          17.8             1-5 Years                     2.2
A                            0.7             5-10 Years                   15.7
BBB                         15.6             10-20 Years                  48.8
BB                           0.0             20-30 Years                  21.4
B                            0.0             Over 30 Years                 4.4
---------------------------------            -----------------------------------
Total                      100.0%            Total                       100.0%

                                       8
<PAGE>



AVERAGE COUPON. The average interest rate paid on the securities held by a fund.
It is expressed as a percentage of face value.

AVERAGE  DURATION.  An  estimate of  how  much a  bond fund's  share  price will
fluctuate in response to a change in interest  rates. To see how the price could
shift,  multiply the fund's  duration by the change in rates.  If interest rates
rise by one percentage point, the share price of a fund with an average duration
of five years  would  decline  by about 5%. If rates  decrease  by a  percentage
point, the fund's share price would rise by 5%.

Average  Maturity.  The average  length of time until bonds held by a fund reach
maturity  (or are  called) and are  repaid.  In general,  the longer the average
maturity, the more a fund's share price will fluctuate in response to changes in
market interest rates.

AVERAGE QUALITY. An indicator  of  credit  risk,  this  figure is the average of
the ratings assigned to a fund's securities holdings by credit-rating  agencies.
The agencies make their  judgment after  appraising an issuer's  ability to meet
its  obligations.  Quality is graded on a scale,  with Aaa or AAA indicating the
most creditworthy bond issuers and A-1 or MIG-1 indicating the most creditworthy
issuers of money market securities.

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  bond
investment.

DISTRIBUTION  BY CREDIT QUALITY.  This  breakdown  of  a  fund's  securities  by
credit  rating can help in gauging  the risk that  returns  could be affected by
defaults or other credit problems.

DISTRIBUTION  BY MATURITY.  An indicator of interest rate risk. In general,  the
higher the  concentration  of  longer-maturity  issues,  the more a fund's share
price will  fluctuate in response to changes in interest  rates.  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.

INVESTMENT  FOCUS.  This  grid  indicates  the  focus  of a fund in terms of two
attributes: average maturity (short, medium, or long) and average credit quality
(high, medium, or low).

NUMBER OF ISSUES.  An indicator of  diversification.  The more separate issues a
fund holds,  the less  susceptible  it is to a price  decline  stemming from the
problems of a particular issue.

YIELD.  A  snapshot  of a fund's  interest  income.  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.

YIELD  TO  MATURITY.  The  rate of  return  an  investor  would  receive  if the
securities held by a fund were held to their maturity dates.

                                       9
<PAGE>

PERFORMANCE SUMMARY
MASSACHUSETTS TAX-EXEMPT 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: DECEMBER 9, 1998-MAY 31, 2000
-------------------------------------------------------   -------------------------------------------------
         MASSACHUSETTS TAX-EXEMPT FUND    LEHMAN*                 MASSACHUSETTS TAX-EXEMPT FUND     LEHMAN*
<S>      <C>         <C>        <C>       <C>             <S>     <C>         <C>        <C>        <C>
FISCAL   CAPITAL     INCOME     TOTAL     TOTAL           FISCAL  CAPITAL     INCOME     TOTAL      TOTAL
YEAR     RETURN      RETURN     RETURN    RETURN          YEAR    RETURN      RETURN     RETURN     RETURN
-------------------------------------------------------   -------------------------------------------------
1999     -7.5%       4.1%        -3.4%    -1.4%           2000**  -1.6%       2.6%       1.0%       1.0%
-------------------------------------------------------   -------------------------------------------------
</TABLE>
 *Lehman Municipal Bond Index.
**Six months ended May 31, 2000.
See Financial  Highlights  table on page 17 for dividend  information  since the
fund's inception.



AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED MARCH 31, 2000*
--------------------------------------------------------------------------------
                                 INCEPTION               SINCE INCEPTION
                                 DATE             ---------------------------
                                            1 YEAR  CAPITAL  INCOME   TOTAL

Massachusetts Tax-Exempt Fund    12/9/1998  -1.53%  -5.32%   4.49%    -0.83%
--------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return  information
through the latest calendar quarter.

                                       10
<PAGE>

FINANCIAL STATEMENTS
MAY 31, 2000 (UNAUDITED)

STATEMENT OF NET ASSETS

This Statement  provides a detailed list of the fund's  municipal bond holdings,
including each security's  market value on the last day of the reporting  period
and  information  on credit  enhancements  (insurance  or  letters  of  credit).
Securities are grouped and  subtotaled  according to their insured or noninsured
status.  Other assets are added to, and  liabilities  are  subtracted  from, the
value of Total Municipal Bonds 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. Undistributed Net Investment Income is usually zero because the
fund distributes  its net income to  shareholders  as  a dividend  each day. Any
realized gains must be distributed  annually, so the bulk of net assets consists
of  Paid  in  Capital (money invested by shareholders). The  balance  shown  for
Accumulated Net Realized Gains usually approximates the amount available to
distribute to shareholders as  taxable  capital gains as of the statement  date,
but may differ because certain investments or transactions may be treated
differently  for  financial  statement  and  tax  purposes.  Any Accumulated Net
Realized  Losses, and any cumulative excess of  distributions  over net realized
gains, will appear as negative balances. Unrealized  Appreciation (Depreciation)
is the difference  between the 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.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>             <C>             <C>      <C>
                                                                                                                      FACE   MARKET
                                                                                                          MATURITY  AMOUNT   VALUE*
MASSACHUSETTS TAX-EXEMPT FUND                                                       COUPON                 DATE      (000)    (000)
-----------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS (98.9%)
-----------------------------------------------------------------------------------------------------------------------------------
ISSUER INSURED (55.6%)
Beverly MA GO                                                                        4.75%             9/1/2016(2)   1,025      891
Beverly MA GO                                                                        4.80%             9/1/2017(2)   1,080      936
Boston MA Water & Sewer Rev.                                                         5.00%            11/1/2028(3)   1,750    1,480
Chelsea MA GO                                                                        5.50%            6/15/2009(2)      90       91
Easton MA GO                                                                         5.00%            10/1/2017(1)   1,205    1,082
Haverhill MA GO                                                                      5.00%             6/1/2016(3)   1,420    1,290
Lynn MA GO                                                                           5.25%             6/1/2013(2)   1,530    1,473
Lynn MA Water & Sewer Rev.                                                          5.125%            12/1/2017(4)   2,000    1,816
Malden MA GO                                                                         5.00%            10/1/2015(2)     500      457
Marlborough MA GO                                                                    6.75%            6/15/2008(3)   1,400    1,532
Mashpee MA GO                                                                       5.125%             2/1/2011(1)   1,025      998
Mashpee MA GO                                                                        5.35%             2/1/2012(1)   1,525    1,507
Massachusetts Bay Transp. Auth.                                                      5.00%             3/1/2028(1)   2,495    2,115
Massachusetts Dev. Finance Agency Rev. (Brooks School)                              5.125%             7/1/2015(1)     560      523
Massachusetts Dev. Finance Agency Rev. (Brooks School)                              5.125%             7/1/2016(1)     585      542
Massachusetts Dev. Finance Agency Rev. VRDO (Brooks School)                          4.25%             6/8/2000(1)     800      800
Massachusetts Educ. Financing Auth. Educ. Loan Rev.                                  4.55%             7/1/2009(2)   2,000    1,800
Massachusetts Educ. Financing Auth. Educ. Loan Rev.                                  4.65%             7/1/2010(2)   1,500    1,350
Massachusetts Educ. Financing Auth. Educ. Loan Rev.                                  6.05%            12/1/2017(1)   3,000    2,984
Massachusetts Frontier Regional School Dist. GO                                      5.00%            6/15/2017(2)   1,000      896
Massachusetts Health & Educ. Fac. Auth. Rev. (Bentley College)                      5.00%              7/1/2023(1)   2,500    2,156
Massachusetts Health & Educ. Fac. Auth. Rev.
(Berklee College of Music)                                                           5.00%          10/1/2017(1)**   1,250    1,123
Massachusetts Health & Educ. Fac. Auth. Rev.
(Boston Medical Center)                                                              5.00%             7/1/2019(1)      50       43
Massachusetts Health & Educ. Fac. Auth. Rev.
(Boston Medical Center)                                                              5.25%             7/1/2012(1)     150      142
Massachusetts Health & Educ. Fac. Auth. Rev.
(Brandeis Univ.)                                                                     5.25%            10/1/2016(1)     550      516
</TABLE>
                                       11
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>       <C>                 <C>       <C>

                                                                                                                    FACE     MARKET
                                                                                                       MATURITY   AMOUNT     VALUE*
MASSACHUSETTS TAX-EXEMPT FUND                                                       COUPON                 DATE    (000)      (000)
-----------------------------------------------------------------------------------------------------------------------------------

Massachusetts Health & Educ. Fac. Auth. Rev.
(Harvard Pilgrim Health)                                                             4.75%             7/1/2022(4)   1,000      787
Massachusetts Health & Educ. Fac. Auth. Rev.
(Harvard Pilgrim Health)                                                             5.00%             7/1/2018(4)      80       68
Massachusetts Health & Educ. Fac. Auth. Rev. (Lahey Clinic)                          7.85%             7/1/2003(1)     360      386
Massachusetts Health & Educ. Fac. Auth. Rev.
(Massachusetts General Hosp.)                                                        6.25%             7/1/2012(2)     500      532
Massachusetts Health & Educ. Fac. Auth. Rev. (Northeastern Univ.)                    5.00%            10/1/2017(1)     970      867
Massachusetts Health & Educ. Fac. Auth. Rev. (Northeastern Univ.)                    5.00%            10/1/2022(1)   1,750    1,515
Massachusetts Health & Educ. Fac. Auth. Rev.
(Partners Healthcare System)                                                         5.25%             7/1/2003(4)      80       80
Massachusetts Health & Educ. Fac. Auth. Rev.
(Partners Healthcare System)                                                         5.25%             7/1/2015(1)     390      359
Massachusetts Health & Educ. Fac. Auth. Rev.
(Partners Healthcare System)                                                        5.375%             7/1/2024(1)   1,640    1,461
Massachusetts Health & Educ. Fac. Auth. Rev.
(Univ. of Massachusetts Memorial)                                                    5.00%             7/1/2018(2)     550      475
Massachusetts Health & Educ. Fac. Auth. Rev.
(Univ. of Massachusetts)                                                            5.875%            10/1/2029(3)   5,000    4,874
Massachusetts Housing Finance Agency
Single Family Housing Rev.                                                           5.15%            12/1/2012(2)   3,300    3,045
Massachusetts Ind. Finance Agency Rev.
(College of the Holy Cross)                                                          5.50%             3/1/2016(1)   1,000      965
Massachusetts Port Auth. Rev.                                                        5.25%             7/1/2008(4)   2,000    1,970
Massachusetts Port Auth. Rev. (US Airways)                                           5.25%             9/1/2011(1)   1,480    1,423
Massachusetts Port Auth. Rev. (US Airways)                                           5.25%             9/1/2012(1)   1,535    1,458
Massachusetts Port Auth. Rev. (US Airways)                                           5.25%             9/1/2013(1)   1,610    1,513
Massachusetts Special Obligation Rev.                                                5.50%             6/1/2010(2)   3,150    3,176
Massachusetts Turnpike Auth. Rev. (Metro. Highway System)                            0.00%             1/1/2020(1)   3,000      920
Massachusetts Turnpike Auth. Rev. (Metro. Highway System)                            5.00%             1/1/2027(1)   2,500    2,135
Massachusetts Turnpike Auth. Rev. (Metro. Highway System)                            5.00%             1/1/2037(1)    4,500   3,733
Massachusetts Turnpike Auth. Rev. (Metro. Highway System)                           5.125%             1/1/2023(1)     500      441
Massachusetts Turnpike Auth. Rev. (Metro. Highway System)                            5.25%             1/1/2029(1)      60       53
Massachusetts Water Resources Auth. Rev.                                             5.50%    11/1/2006(3)(Prere.)     120      123
Massachusetts Water Resources Auth. Rev.                                             5.50%             8/1/2014(4)   3,250    3,218
Massachusetts Water Resources Auth. Rev. VRDO                                        4.00%             6/7/2000(2)   2,400    2,400
Methuen MA GO                                                                       4.875%            5/15/2017(3)   2,080    1,817
Methuen MA GO                                                                        5.00%            11/1/2014(3)     450      415
Narragansett MA Regional School Dist.                                                6.50%            6/1/2013(2)+   1,210    1,300
Plymouth County MA COP (Correctional Fac.)                                           5.00%            10/1/2015(2)   1,000      912
Westfield MA GO                                                                      5.00%             5/1/2020(3)   1,715    1,523
Worcester MA GO                                                                      5.00%             8/1/2017(1)   1,920    1,720
Worcester MA GO                                                                      5.75%             4/1/2015(4)   1,000    1,001
OUTSIDE MASSACHUSETTS:
Puerto Rico Govt. Dev. Bank VRDO                                                     3.40%             6/7/2000(1)     210      210
Puerto Rico Highway and Transp. Auth. Rev.                                          5.875%            7/1/2035(1)+   2,500    2,476
Puerto Rico Public Buildings Auth. Public Educ. & Health Fac.                        5.75%             7/1/2010(2)   2,000    2,085
                                                                                                                            -------
                                                                                                                             79,979
                                                                                                                            -------

NONINSURED (43.3%)

Boston MA GO                                                                         5.75%                2/1/2017   2,460    2,439
Boston MA GO                                                                         5.75%                2/1/2018   1,955    1,927
Boston MA Water & Sewer Comm. Rev.                                                   5.75%               11/1/2013     540      549
Massachusetts Bay Transp. Auth.                                                     5.125%                3/1/2014      80       75
Massachusetts Bay Transp. Auth.                                                      7.00%                3/1/2009   2,000    2,224
Massachusetts Dev. Finance Agency (Smith College)                                    5.75%                7/1/2014   1,195    1,204
Massachusetts Dev. Finance Agency (Suffolk Univ.)                                    5.85%                7/1/2029   2,000    1,783
Massachusetts Dev. Finance Agency (Waste Management Inc.)                            6.90%               12/1/2009    2,000    1,996
Massachusetts Dev. Finance Agency
(Xaverian Brothers High School)                                                      5.55%                7/1/2019   1,000      885
Massachusetts Dev. Finance Agency
(Xaverian Brothers High School)                                                      5.65%                7/1/2029   1,500    1,301

</TABLE>
                                       12
<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>          <C>                <C>     <C>

                                                                                                                      FACE   MARKET
                                                                                                       MATURITY     AMOUNT   VALUE*
                                                                                    COUPON                 DATE      (000)    (000)
-----------------------------------------------------------------------------------------------------------------------------------

Massachusetts GO                                                                     5.25%                9/1/2008   1,850  $ 1,847
Massachusetts GO                                                                     7.00%       12/1/2000(Prere.)   1,315    1,331
Massachusetts Grant Anticipation Notes                                              5.125%              12/15/2010   1,480    1,435
Massachusetts Grant Anticipation Notes                                              5.125%               6/15/2014     300      280
Massachusetts Grant Anticipation Notes                                               5.25%              12/15/2011     180      175
Massachusetts Health & Educ. Fac. Auth. Rev. (Amherst College)                       5.00%               11/1/2023   1,500    1,292
Massachusetts Health & Educ. Fac. Auth. Rev. (Boston College)                        5.00%                6/1/2018     200      177
Massachusetts Health & Educ. Fac. Auth. Rev.
(Caritas Christi Obligated Group)                                                    5.70%                7/1/2015   6,165    5,109
Massachusetts Health & Educ. Fac. Auth. Rev.
(Partners Healthcare System)                                                         5.25%                7/1/2011   2,080    1,912
Massachusetts Health & Educ. Fac. Auth. Rev.
(Partners Healthcare System)                                                         5.25%                7/1/2014   1,000      885
Massachusetts Health & Educ. Fac. Auth. Rev.
(Partners Healthcare System)                                                         5.25%                7/1/2015   3,000    2,630
Massachusetts Health & Educ. Fac. Auth. Rev. VRDO
(Univ. of Massachusetts)                                                             3.95%                6/7/2000   2,000    2,000
Massachusetts Health & Educ. Fac. Auth. Rev. VRDO (Harvard Univ.)                    4.05%                6/8/2000   1,355    1,355
Massachusetts Ind. Finance Agency Resource Recovery Rev.
(Refusetech Inc. Project)                                                            6.15%                7/1/2002     480      484
Massachusetts Ind. Finance Agency Resource Recovery Rev.
(Refusetech Inc. Project)                                                            6.30%                7/1/2005   2,000    2,041
Massachusetts Ind. Finance Agency Rev. (BioMed Research Corp.)                       0.00%                8/1/2004     520      414
Massachusetts Muni. Wholesale Electric Co.
Power Supply System Rev.                                                             6.75%        7/1/2002(Prere.)   1,570    1,654
Massachusetts Port Auth. Rev.                                                        5.00%                7/1/2018     500      442
Massachusetts Port Auth. Rev.                                                        5.00%                7/1/2027   2,500    2,124
Massachusetts Port Auth. Rev. (United Airlines)                                      5.75%               10/1/2007   4,450    4,310
Massachusetts Water Pollution Abatement Trust                                       5.125%                8/1/2014     500      473
Massachusetts Water Pollution Abatement Trust                                       5.375%                8/1/2027   3,000    2,737
Massachusetts Water Pollution Abatement Trust                                        5.50%                8/1/2029   1,000      926
Massachusetts Water Pollution Abatement Trust                                        5.75%                8/1/2029   3,105    2,970
Massachusetts Water Resources Auth. Rev.                                             4.00%                6/7/2000   1,300    1,300
Massachusetts Water Resources Auth. Rev.                                             5.50%      7/15/2002 (Prere.)      80       81
Rail Connections Inc. MA Rev.                                                        5.30%                7/1/2009   1,045      986
Rail Connections Inc. MA Rev.                                                        5.40%                7/1/2010     520      489
Rail Connections Inc. MA Rev.                                                        5.50%                7/1/2011   1,175    1,102
Rail Connections Inc. MA Rev.                                                        6.00%                7/1/2012     570      558
Rail Connections Inc. MA Rev.                                                        6.00%                7/1/2014   1,030      994
Univ. of Massachusetts Building Auth. Rev.                                          6.875%                5/1/2014   1,000    1,123
Weston MA BAN                                                                        4.50%               9/14/2000   2,170    2,167
                                                                                                                            -------
                                                                                                                             62,186
                                                                                                                            -------
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
         (COST $149,397)                                                                                                    142,165
-----------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (1.1%)
-----------------------------------------------------------------------------------------------------------------------------------
Other Assets--Note B                                                                                                          5,656
Liabilities                                                                                                                 (4,080)
                                                                                                                            -------
                                                                                                                              1,576
-----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (100%)
-----------------------------------------------------------------------------------------------------------------------------------
Applicable to 15,794,558  outstanding  $.001 par value shares of beneficial
interest
  (unlimited authorization)                                                                                                $143,741
===================================================================================================================================
NET ASSET VALUE PER SHARE                                                                                                     $9.10
===================================================================================================================================
 *See Note A in Notes to Financial Statements.
**Security segregated as initial margin for open futures contracts.
 +Security  purchased on a when-issued  or delivery  basis for which the
fund has not taken  delivery as of May 31, 2000.  For key to  abbreviations  and
other references, see page 14.
</TABLE>

                                       13
<PAGE>
                                                             AMOUNT       PER
MASSACHUSETTS TAX-EXEMPT FUND                                 (000)     SHARE
--------------------------------------------------------------------------------
AT MAY 31, 2000, NET ASSETS CONSISTED OF:
--------------------------------------------------------------------------------

Paid in Capital                                            $152,861     $9.68
Undistributed Net Investment Income                              --        --
Accumulated Net Realized Losses                             (1,952)     (.12)
Unrealized Appreciation (Depreciation)--Note F
         Investment Securities                              (7,232)     (.46)
         Futures Contracts                                       64        --
--------------------------------------------------------------------------------
NET ASSETS                                                 $143,741     $9.10
================================================================================

KEY TO ABBREVIATIONS

BAN--Bond Anticipation Note.
COP--Certificate of Participation.
GO--General Obligation Bond.
VRDO--Variable Rate Demand Obligation.
(Prere.)--Prerefunded.

Scheduled principal and interest payments are guaranteed by:
(1) MBIA (Municipal Bond Insurance Association).
(2) AMBAC (Ambac Assurance Corporation).
(3) FGIC (Financial Guaranty Insurance Company).
(4) FSA (Financial Security Assurance).
The insurance does not guarantee the market value of the municipal bonds.

                                       14
<PAGE>

STATEMENT OF OPERATIONS

     This  Statement  shows  interest  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 tax-exempt  income  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. If a
fund  invested  in futures  contracts  during the  period,  the results of these
investments are shown separately.
--------------------------------------------------------------------------------
                                                   MASSACHUSETTS TAX-EXEMPT FUND
                                                   SIX MONTHS ENDED MAY 31, 2000
                                                                           (000)
--------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Interest                                                                3,530
                                                                         -------
       Total Income                                                        3,530
                                                                         -------
EXPENSES
  The Vanguard Group--Note B
      Investment Advisory Services                                             7
      Management and Administrative                                           89
      Marketing and Distribution                                              12
         Custodian Fees                                                        1
         Auditing Fees                                                         4
         Shareholders' Reports                                                14
                                                                         -------
                  Total Expenses                                             127
                  Expenses Paid Indirectly--Note C                           (1)
                                                                         -------
                  Net Expenses                                               126
--------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                      3,404
--------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)
         Investment Securities Sold                                        (904)
         Futures Contracts                                                    22
--------------------------------------------------------------------------------
REALIZED NET LOSS                                                          (882)
--------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   Investment Securities                                                 (1,030)
   Futures Contracts                                                          64
--------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                           (966)
--------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                       1,556
================================================================================

                                       15
<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.  Because the fund  distributes  its income to
shareholders  each day,  the  amounts of  Distributions--Net  Investment  Income
generally equal the net income earned under the Operations section.  The amounts
of Distributions--Realized Capital Gain may not match the capital gains 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 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,  and the amounts redeemed. The corresponding numbers
of Shares Issued and Redeemed are shown at the end of the Statement.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
                                                                             MASSACHUSETTS
                                                                            TAX-EXEMPT FUND
                                                                    --------------------------------
                                                                      SIX MONTHS
                                                                           ENDED    DEC. 9, 1998* TO
                                                                    MAY 31, 2000       NOV. 30, 1999
                                                                           (000)               (000)
----------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  <S>                                                               <C>             <C>

  Net Investment Income                                                    3,404               3,623
  Realized Net Loss                                                        (882)             (1,070)
  Change in Unrealized Appreciation (Depreciation)                         (966)             (6,202)
                                                                        ----------------------------
     Net Increase (Decrease) in Net Assets Resulting from Operations       1,556             (3,649)
                                                                        ----------------------------
DISTRIBUTIONS
  Net Investment Income                                                  (3,404)             (3,623)
  Realized Capital Gain                                                       --                  --
                                                                        ----------------------------
     Total Distributions                                                 (3,404)             (3,623)
                                                                        ----------------------------
CAPITAL SHARE TRANSACTIONS1
  Issued                                                                  61,360             148,562
  Issued in Lieu of Cash Distributions                                     2,412               2,870
  Redeemed                                                              (32,024)            (30,464)
                                                                        ----------------------------
     Net Increase from Capital Share Transactions                         31,748             120,968
----------------------------------------------------------------------------------------------------
  Total Increase                                                          29,900             113,69
----------------------------------------------------------------------------------------------------
NET ASSETS
  Beginning of Period--Note G                                            113,841                 145
                                                                        ----------------------------
  End of Period                                                         $143,741            $113,841
====================================================================================================
1Shares Issued (Redeemed)
  Issued                                                                   6,716              15,185
  Issued in Lieu of Cash Distributions                                       264                 301
  Redeemed                                                               (3,490)             (3,195)
                                                                        ----------------------------
     Net Increase in Shares Outstanding                                    3,490              12,291
====================================================================================================
*Commencement of operations.
</TABLE>

                                       16
<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>

----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>

                                                                                   MASSACHUSETTS TAX-EXEMPT FUND
                                                                            SIX MONTHS ENDED    DEC. 9, 1998* TO
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD                                  MAY 31, 2000       NOV. 30, 1999
----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                   $9.25              $10.00
----------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income                                                                  .237                .420
 Net Realized and Unrealized Gain (Loss) on Investments                               (.150)              (.750)
                                                                                --------------------------------
     Total from Investment Operations                                                   .087              (.330)
                                                                                --------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income                                                 (.237)              (.420)
 Distributions from Realized Capital Gains                                                --                  --
                                                                                --------------------------------
     Total Distributions                                                              (.237)              (.420)
----------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                         $9.10             $  9.25
================================================================================================================

TOTAL RETURN                                                                           0.95%              -3.38%
================================================================================================================

RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)                                                   $144                $114
 Ratio of Total Expenses to Average Net Assets                                       0.19%**             0.20%**
 Ratio of Net Investment Income to Average Net Assets                                5.12%**             4.57%**
 Portfolio Turnover Rate                                                               29%**                 39%
================================================================================================================
 *Commencement of operations.
**Annualized.
</TABLE>

                                       17
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard  Massachusetts  Tax-Exempt  Fund is  registered  under  the  Investment
Company Act of 1940 as an open-end  investment company, or mutual fund. The fund
invests in debt  instruments  of municipal  issuers  whose ability to meet their
obligations may be affected by economic and political  developments in the state
of Massachusetts.

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:  Bonds, and temporary cash investments acquired over
60 days to maturity,  are valued using the latest bid prices or using valuations
based on a matrix  system  (which  considers  such  factors as security  prices,
yields,  maturities,  and  ratings),  both as furnished by  independent  pricing
services.  Other temporary cash  investments are valued at amortized 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 income.  Accordingly,  no
provision for federal income taxes is required in the financial statements.

     3. FUTURES CONTRACTS:  The fund may use Municipal Bond Index, U.S. Treasury
Bond, and U.S. Treasury Note futures contracts, with the objectives of enhancing
returns, managing interest rate risk, maintaining liquidity, diversifying credit
risk, and minimizing  transaction  costs.  The fund may purchase or sell futures
contracts  instead of bonds to take advantage of pricing  differentials  between
the futures  contracts and the underlying  bonds. The fund may also seek to take
advantage  of price  differences  among bond  market  sectors by  simultaneously
buying futures (or bonds) of one market sector and selling futures (or bonds) of
another sector.  Futures contracts may also be used to simulate a fully invested
position in the underlying bonds while maintaining a cash balance for liquidity.
The primary  risks  associated  with the use of futures  contracts are imperfect
correlation  between  changes in market values of bonds held by the fund and the
prices of futures contracts, and the possibility of an illiquid market.

     Futures  contracts  are valued  based upon their  quoted  daily  settlement
prices. The aggregate principal amounts of the contracts are not recorded in the
financial statements. Fluctuations in the value of the contracts are recorded in
the  Statement  of Net Assets as an asset  (liability)  and in the  Statement of
Operations as  unrealized  appreciation  (depreciation)  until the contracts are
closed, when they are recorded as realized futures gains (losses).

     4.  DISTRIBUTIONS:  Distributions  from net investment  income are declared
daily  and  paid  on the  first  business  day of the  following  month.  Annual
distributions  from  realized  capital  gains,  if  any,  are  recorded  on  the
ex-dividend date.

     5. OTHER:  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. premiums and
original issue discounts are amortized and accreted,  respectively,  to interest
income over the lives of the respective securities.

B.   The Vanguard  Group  furnishes  at  cost  investment  advisory,   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 May 31, 2000, the fund had  contributed
capital of $27,000 to Vanguard (included in Other Assets), representing 0.02% of
the  fund's  net  assets  and 0.03% of  Vanguard's  capitalization.  The  fund's
trustees and officers are also directors and officers of Vanguard.

                                       18
<PAGE>

C. The  fund's  custodian  bank has  agreed  to  reduce  its fees  when the fund
maintains cash on deposit in the  non-interest-bearing  custody account. For the
six  months  ended May 31,  2000,  custodian  fee  offset  arrangements  reduced
expenses by $1,000.

D. During the six months ended May 31, 2000, the fund  purchased  $47,078,000 of
investment securities and sold $17,637,000 of investment securities,  other than
temporary cash investments.

E. At November 30, 1999, the fund had available a capital loss  carryforward  of
$1,070,000 to offset future net capital gains through November 30, 2007.

F. At May 31, 2000, net  unrealized  depreciation  of investment  securities for
federal income tax purposes was  $7,232,000,  consisting of unrealized  gains of
$318,000  on  securities  that had  risen  in value  since  their  purchase  and
$7,550,000  in unrealized  losses on  securities  that had fallen in value since
their purchase.

     At May 31, 2000, the aggregate  settlement value of open futures  contracts
expiring in June 2000 and the related unrealized appreciation were:
     ---------------------------------------------------------------------------
                                                           (000)
                                             -----------------------------------
                                                AGGREGATE
                             NUMBER OF         SETTLEMENT       UNREALIZED
     FUTURES CONTRACTS    LONG CONTRACTS          VALUE        APPRECIATION
     ---------------------------------------------------------------------------
     Municipal Bond Index      28                $2,622            $64
     ---------------------------------------------------------------------------
G. The fund was organized on August 17, 1998,  and its operations up to December
9, 1998,  were limited to the sale and  issuance of 14,479  shares of its common
stock, at $10 per share, to a family member of an officer of the fund.

                                       19
<PAGE>

THE  VANGUARD(R)  FAMILY OF FUNDS

STOCK FUNDS
--------------------------------------------------------------------------------
500 Index Fund
Aggressive  Growth Fund
Calvert  Social  Index(TM)  Fund*
Capital  Opportunity  Fund
Convertible Securities Fund
Developed  Markets Index Fund
Emerging Markets Stock Index Fund*
Energy Fund
Equity  Income Fund
European  Stock Index Fund*
Explorer(TM)Fund
Extended  Market  Index Fund*
Global  Equity Fund Gold and Precious  Metals Fund
Growth and Income Fund Growth
Equity Fund Growth  Index Fund*
Health Care Fund
Institutional Developed   Markets
 Index  Fund
Institutional Index  Fund*
International Growth  Fund
International Value  Fund
Mid-Cap  Index  Fund*
Morgan(TM) Growth Fund Pacific Stock Index Fund*
PRIMECAP Fund
REIT Index Fund
Selected Value Fund Small-Cap Growth Index Fund*
Small-Cap Index Fund*
Small-Cap Value Index Fund*
Tax-Managed Capital
 Appreciation Fund*
Tax-Managed Growth and
 Income Fund*
Tax-Managed International Fund*
Tax-Managed  Small-Cap Fund*
Total International  Stock Index Fund
Total Stock Market Index Fund*
U.S. Growth Fund
U.S. Value Fund
Utilities  Income  Fund
Value  Index  Fund*
Windsor(TM)  Fund
Windsor(TM) II Fund

BALANCED FUNDS
--------------------------------------------------------------------------------
Asset Allocation Fund
Balanced Index Fund
Global  Asset Allocation  Fund
LifeStrategy(R)Conservative
 Growth  Fund
LifeStrategy(R) Growth Fund
LifeStrategy(R) Income Fund
LifeStrategy(R) Moderate
 Growth Fund
STAR(TM) Fund
Tax-Managed  Balanced Fund
Wellesley(R) Income Fund
Wellington(TM) Fund

BOND FUNDS
--------------------------------------------------------------------------------
Admiral(TM)Intermediate-Term
 Treasury Fund
Admiral(TM)Long-Term Treasury
 Fund
Admiral(TM)Short-Term Treasury
 Fund
GNMA Fund
High-Yield Corporate Fund
High-Yield Tax-Exempt Fund
Inflation-Protected Securities Fund
Insured Long-Term Tax-Exempt
 Fund
Intermediate-Term Bond
 Index Fund
Intermediate-Term Corporate Fund
Intermediate-Term  Tax-Exempt
 Fund
Intermediate-Term Treasury Fund
Limited-Term Tax-Exempt Fund
Long-Term Bond Index Fund
Long-Term Corporate Fund
Long-Term Tax-Exempt Fund
Long-Term Treasury Fund
Preferred Stock Fund
Short-Term Bond Index  Fund
Short-Term Corporate Fund*
Short-Term Federal Fund
Short-Term Tax-Exempt Fund
Short-Term Treasury Fund
State Tax-Exempt  Bond  Funds
 (California, Florida,
 Massachusetts,  New Jersey,
 New York, Ohio, Pennsylvania)
Total Bond Market Index Fund*

MONEY MARKET FUNDS
--------------------------------------------------------------------------------
Admiral(TM) Treasury Money
 Market Fund
Federal Money Market Fund
Prime Money Market Fund*
State Tax-Exempt Money Market
 Funds (California, New Jersey,
 New York, Ohio, Pennsylvania)
Tax-Exempt Money Market Fund
Treasury Money Market Fund

VARIABLE  ANNUITY PLAN
--------------------------------------------------------------------------------
Balanced  Portfolio
Diversified  Value Portfolio
Equity Income  Portfolio
Equity  Index  Portfolio
Growth  Portfolio  High-Grade  Bond
Portfolio  High Yield  Bond  Portfolio
International  Portfolio
Mid-Cap Index Portfolio
Money Market Portfolio
REIT Index Portfolio
Short-Term Corporate Portfolio
Small Company Growth Portfolio

*Offers Institutional Shares.

For information  about Vanguard funds and our variable  annuity plan,  including
charges and  expenses,  obtain a prospectus  from The Vanguard  Group,  P.O. Box
2600,  Valley Forge, PA 19482-2600.  Read it carefully before you invest or send
money.

                                       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.

     The majority of Vanguard's 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 J. BRENNAN (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.

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.

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
AmeriSource Health Corporation,  Cummins Engine Co., and The Mead Corp.; Trustee
of Vanderbilt University.

OTHER FUND OFFICERS

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

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


VANGUARD MANAGING DIRECTORS

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

<PAGE>

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

Post Office 2600
Valley Forge, Pennsylvania 19482-2600

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.

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.

Q1682 072000

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



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