VANGUARD TRUSTEES EQUITY FUND
N-30D, 2000-02-25
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<PAGE>

VANGUARD(R)
INTERNATIONAL VALUE
FUND

ANNUAL REPORT
DECEMBER 31, 1999

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

<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 nearly
four 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            5
THE MARKETS IN PERSPECTIVE          6
REPORT FROM THE ADVISER             8
PERFORMANCE SUMMARY                 10
FUND PROFILE                        11
FINANCIAL STATEMENTS                14
REPORT OF INDEPENDENT ACCOUNTANTS   22
- ------------------------------------------
<PAGE>

REPORT FROM THE CHAIRMAN

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

Vanguard  International  Value Fund provided a generous absolute total return of
21.8% in 1999, as stock markets around the world posted  impressive  gains.  Our
result was disappointing compared with competitive benchmarks, however.

         The table at right presents the 12-month total returns  (capital change
plus  reinvested  dividends)  for  the  fund  and  its  benchmarks--the  average
international stock fund and the unmanaged Morgan Stanley Capital  International
Europe,  Australasia,  Far East (EAFE)  Index.  It trailed the EAFE Index by 5.5
percentage  points and was less than half the gain of the average  international
stock fund.
- --------------------------------------------------------
                                       TOTAL RETURNS
                                         YEAR ENDED
                                     DECEMBER 31, 1999
- --------------------------------------------------------
Vanguard International Value Fund           21.8%
- --------------------------------------------------------
Average International Fund*                 44.3%
- --------------------------------------------------------
MSCI EAFE Index                             27.3%
MSCI EAFE Value Index                       24.5
- --------------------------------------------------------
*Derived from data provided by Lipper Inc.

         The  fund's  return is based on an  increase  in net asset  value  from
$25.09 per share on December 31, 1998, to $29.13 per share on December 31, 1999,
and is adjusted for dividends of $0.66 per share paid from net investment income
and a distribution of $0.73 per share paid from net realized capital gains.

FINANCIAL MARKETS IN REVIEW

The fervor for technology,  telecommunications, and other growth stocks that has
driven the U.S. stock market in recent years rubbed off on international markets
during 1999.  The MSCI EAFE Index,  which tracks 20 developed  markets in Europe
and the Pacific, rose 27.3% in U.S.-dollar terms in 1999, marking the first year
since 1994 that  international  markets  outpaced  the U.S.  market.  The global
uptrend in stock  prices  came amid  rising  interest  rates  worldwide  and the
recovery of foreign markets from the currency crises of 1997-1998.  By mid-1999,
fears  of  a  global   economic   slump  were   supplanted   by   worries   that
growth--especially  in the  United  States--was  so strong  that it would  cause
inflation  to surge.  In an effort to  restrain  the U.S.  economy,  the Federal
Reserve Board boosted its target for short-term  interest rates three times by a
total of 0.75 percentage  point.  The European Central Bank lowered rates in the
spring, but reversed course in the fall. In Japan,  interest rates remained near
zero.

         On European bourses,  corporate merger activity contributed to a second
consecutive year of robust advances.  European  stocks--as  measured by the MSCI
Europe  Index--rose 30.3% in  local-currency  terms in 1999. The gain was nearly
halved for U.S.  investors,  however,  as the  euro--the  common  currency of 11
nations--declined about 15% against the dollar in its first year. (When the U.S.
dollar rises in value  against  another  currency,  each unit of currency can be
exchanged for fewer dollars,  thereby  lowering returns for U.S.  investors.  Of
course,  a weaker  dollar  bolsters  returns  from foreign  securities  for U.S.
investors.) Stocks in Germany,  the region's largest economy,  returned 20.5% in
dollars. France and the United Kingdom gained 29.7% and 12.5%, respectively.

         Investors in Asia seemed confident that the economic crises of 1997 and
1998 were safely in the past.  Pacific-region  stocks rebounded from a weak 2.6%
gain in 1998 to post

                                       1
<PAGE>

a total  return of 56.4% in 1999 (both in dollar  terms).  Signs of a  potential
recovery in Japan--and government efforts to shore up its banking system--buoyed
the world's  second-largest  stock  market and the nation's  currency.  Japanese
stocks leapt 46.8% in local-currency terms. The strengthening yen--which rose to
a four-year  high versus the  dollar--boosted  the gain to 61.8% for  U.S.-based
investors.  Elsewhere  in the  Pacific,  Hong Kong  jumped  60.1% and  Singapore
rocketed 101.3% in local terms; returns for U.S. investors in those markets were
about the same, since their currencies are pegged to the U.S. dollar.

         Returns  from  most of the  world's  emerging  markets  were  even more
impressive.  On  balance,  the  Select  Emerging  Markets  Free  Index  gained a
staggering 156.5% in local-currency  terms during 1999. However, the U.S. dollar
generally  gained  against the  currencies  of developing  nations,  cutting the
return for dollar-based investors to a "mere" 60.9%. Brazil rocketed nearly 150%
higher in local currency,  although the relative  strength of the dollar reduced
the gain to 67.2% for U.S.  investors.  Stocks in Indonesia delivered an amazing
dollar-based  return of about 93%.  Markets  in  Thailand  and Greece  were also
exuberant, rising nearly 50% for U.S. investors.

         The table  below  presents  the  impact of  currency  shifts on returns
during 1999. As the past year's returns  demonstrate,  share-price  fluctuations
that result from changing  currency  values can be a  significant  risk for U.S.
investors who own international  stocks.  This risk is in addition to the market
risk that accompanies ownership in any equity security.
- -----------------------------------------------------------
                                  TOTAL RETURNS
                            YEAR ENDED DECEMBER 31, 1999
                         ----------------------------------
                           LOCAL
                         CURRENCY   CURRENCY   U.S. DOLLAR
INDEX                     RETURNS    IMPACT     RETURNS
- -----------------------------------------------------------
MSCI EAFE                  33.8%     -6.5%       27.3%
- -----------------------------------------------------------
MSCI Europe                30.3%    -14.5%       15.8%
MSCI Pacific Free          43.9     +12.5        56.4
Select Emerging
   Markets Free*          156.5     -95.6        60.9
- -----------------------------------------------------------
Wilshire 5000 Total
   Market Index            23.8%      --         23.8%
- -----------------------------------------------------------
*Consists  of stocks  that can be bought  free of
 restrictions  in 13  emerging markets of Europe,  Asia,
 Africa,  and Latin America and two developed  markets
 (Hong Kong and Singapore).

1999 PERFORMANCE OVERVIEW

On the strength of a worldwide  rally in stocks,  Vanguard  International  Value
Fund turned in an excellent total return of 21.8%,  its best  performance  since
1993.  Our  shortfall  against  both the EAFE Index and our average  peer can be
explained  in  large  part by the  exceptional  performance  of  technology  and
telecommunications stocks and by investors' infatuation with "mega cap" stocks.

         As in the United States,  developed foreign markets were carried higher
in 1999 by a narrow group of stocks.  In fact,  69% of the companies in the EAFE
Index  underperformed the benchmark's return for the year. The fund's investment
adviser,  Phillips & Drew, stuck with its value approach to  investing--favoring
stocks that appeared to be undervalued based on their  price/earnings  ratios or
other measures.  During 1999,  this  disciplined  approach  crimped our relative
returns, as the growth stocks in the EAFE Index had a 29.7% return (in dollars),
while the benchmark's  value stocks gained 24.5%.  Many funds in our competitive
group invest at least some of their assets in growth stocks.

         Stocks with  market  capitalizations  of more than $15  billion  easily
posted the  largest  gains in Europe and Japan and were among the leaders in the
rest of the developed Pacific Rim markets.  Our average peer benefited from this
trend,  investing more heavily in these

                                       2
<PAGE>

mega-cap stocks. At around $13 billion,  the  International  Value Fund's median
market  capitalization  was large,  but your  fund's  adviser  found most of the
mega-caps   excessively   pricey  and  therefore   avoided   them.   The  fund's
fourth-quarter  results in Japan  were a case in point.  Despite  that  market's
strength--Japanese  stocks in the EAFE Index climbed  15.5%--the fund's Japanese
stake  gained  just  2.7%  in the  period  because  we  lacked  holdings  in the
top-performing technology and banking sectors. Good stock selection in Korea and
Thailand helped to offset some of those weak returns.

         As they did in 1999,  our returns will differ from those of the overall
market from time to time.  That is an  unavoidable  by-product of  maintaining a
disciplined  investment  strategy.  We remain  confident  that the fund's  value
orientation will benefit shareholders over longer periods.

LONG-TERM PERFORMANCE OVERVIEW

A single year's results--good or bad--are, of course, insufficient for judging a
mutual  fund's  merits.  Vanguard  International  Value Fund's aim is to provide
superior long-term performance.

         The adjacent  table  displays the  ten-year  results for the fund,  our
average  peer,  and the  unmanaged  EAFE Index.  It also shows how  hypothetical
$10,000  investments  in each would have grown since 1989,  assuming that income
dividends and capital gain  distributions  had been reinvested.  As you can see,
our return of 7.3% a year meant  that a $10,000  investment  would have grown to
$20,297. A $10,000 investment  in the index would have  resulted in a  virtually
identical  ending value, although an additional $7,037 would have accumulated in
our average peer.
- -------------------------------------------------------------------
                                         TOTAL RETURNS
                               TEN YEARS ENDED DECEMBER 31, 1999
                               ------------------------------------
                               AVERAGE             FINAL VALUE OF
                                ANNUAL                A $10,000
                                RETURN           INITIAL INVESTMENT
- -------------------------------------------------------------------
Vanguard International
 Value Fund                     7.3%                  $20,297
- -------------------------------------------------------------------
Average International Fund     10.6%                  $27,334
- -------------------------------------------------------------------
MSCI EAFE Index                 7.3%                  $20,296
- -------------------------------------------------------------------
         The prolonged weakness of the Japanese stock market--which  declined by
an average -0.7% per year in the 1990s,  even after the reinvestment of dividend
income--weighs  down the long-term record of the International Value Fund versus
its  average  peer.  During the  period,  the fund's  investments  in Japan were
typically only slightly smaller than that country's weighting in the EAFE Index,
while the  average  international  fund staked  about half as much there.  As of
December  31, the fund held  nearly  24% of its assets in Japan,  just below the
country's 27% weighting in the index.

         Over  time,  we  expect  our  return  to  surpass  that of the  average
international  stock fund. Our confidence  flows,  in part, from our significant
cost advantage. The International Value Fund's expense ratio (annual expenses as
a percentage  of average net assets) was 0.59% in 1999,  far less than the 1.66%
charged  by the  average  international  stock  fund.  The  difference  of  1.07
percentage points ($10.70 per $1,000 invested) reflects  additional gross return
that the  average  competing  fund must earn  from its  investments--perhaps  by
taking greater risks--to deliver the same net return as your fund. Such a margin
is tough to achieve, especially over longer time periods.

                                       3
<PAGE>

IN SUMMARY

The strong  performance  of foreign  stocks in  1999--particularly  the powerful
resurgence  of many  emerging  markets  and of  long-suffering  Japan--offers  a
valuable lesson for investors. No one can ever be sure when the mood of a market
will shift. A sector or region that is out of favor today can lead tomorrow, and
vice versa.

         At Vanguard, we continue to believe that investors should hold balanced
portfolios of stock funds,  bond funds, and short-term  reserves.  International
funds can play a role for those who have carefully  considered  their investment
goals,  time horizon,  and tolerance  for  increased  risk.  With such a plan in
place, investors are well advised to "stay the course."

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

January 21, 2000

- --------------------------------------------------------------------------------
A NOTE OF THANKS TO OUR FOUNDER
- --------------------------------------------------------------------------------
As you may have read on the inside  cover of our report,  our  founder,  John C.
Bogle,  retired on  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.

                                       4
<PAGE>


A REPORT ON YOUR FUND'S AFTER-TAX RETURNS

Beginning  with this annual  report,  Vanguard is pleased to provide a review of
the International 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
International  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:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                       AVERAGE ANNUAL RETURNS: PRETAX AND AFTER-TAX
                                            PERIODS ENDED DECEMBER 31, 1999
                        -----------------------------------------------------------------------
                             1 YEAR                     5 YEARS                   10 YEARS
                        ------------------         -----------------         ------------------
                        PRETAX   AFTER-TAX         PRETAX  AFTER-TAX         PRETAX   AFTER-TAX
<S>                        <C>    <C>                <C>     <C>              <C>      <C>
Vanguard International
Value Fund               21.8%     19.9%            10.9%   7.0%              7.3%      4.7%
Average Foreign
Stock Fund*              44.3      42.1             15.1   13.4               10.2      8.7
- -----------------------------------------------------------------------------------------------
*Based on data from Morningstar, Inc.
</TABLE>

         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 provided by Morningstar,  Inc. (Elsewhere
in this  report,  returns for  comparable  mutual  funds are  derived  from data
provided by Lipper Inc., which differ somewhat.)

         As you can see, the  International  Value Fund's pretax total return of
21.8% for 1999 was reduced by taxes to 19.9%.  In other words,  for investors in
the  highest  bracket,  taxes cut the  fund's  pretax  return by 1.9  percentage
points.  Though our average  peer lost 2.2  percentage  points to taxes,  it was
actually  more tax  efficient  than the  International  Value Fund.  That is, it
retained a higher  proportion  of its pretax  return,  which was more than twice
that of our fund. Over the one-,  five-, and ten-year periods ended December 31,
1999,  our fund has not been  particularly  tax  efficient.  It  provided  lower
pre-tax returns than its peer-group  average and lost a larger proportion of its
return to taxes.

         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 effect of your own  investment  activities.  Specifically,  you may
incur additional capital gains taxes--thereby lowering your after-tax return--if
you decide to 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.  The  calculation  does not account  for state and local  income
taxes,  nor  does  it  take  into  consideration  any  tax  adjustments  that  a
shareholder may claim for foreign taxes paid by the fund. The competitive  group
returns provided by Morningstar are calculated in a manner  consistent with that
used for Vanguard funds.

                                       5
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR ENDED DECEMBER 31, 1999

A global  expansion  in economic  activity  bolstered  stocks at home and abroad
during 1999. The muscular U.S.  economy provided a good bit of the oomph, but it
got an assist from solid growth in Asian, European, and Latin American economies
that had slumped in 1997 and 1998.

         Interest rates increased significantly--causing bond prices to fall--as
both investors and monetary policymakers grew concerned that economic growth was
so vigorous that it would cause inflation to accelerate.

U.S. STOCK MARKETS

The booming economy and growing  corporate  profits  provided plenty of fuel for
stock prices during 1999.  However,  higher interest rates  restrained the rise,
especially  for  financial-services  and  electric  utility  stocks  regarded as
interest rate sensitive.

         U.S. economic output increased at an  inflation-adjusted  rate of about
4%--a very rapid pace for such a large, mature economy.  Analysts estimated that
corporate  profits  would  grow by 14% in  1999  and  again  in  2000.  Consumer
spending,  which  accounts  for roughly  two-thirds  of economic  activity,  was
strong. People felt prosperous,  thanks to the long bull market, plentiful jobs,
and rising incomes. (After-tax personal income grew by more than 5% in 1999, and
unemployment at year-end was at a three-decade low of 4.1% of the workforce.)
- ---------------------------------------------------------------------
                                          AVERAGE ANNUAL RETURNS
                                      PERIODS ENDED DECEMBER 31, 1999
                                      -------------------------------
                                        1 YEAR   3 YEARS    5 YEARS
- ---------------------------------------------------------------------
STOCKS
  S&P 500 Index                         21.0%     27.6%     28.6%
  Russell 2000 Index                    21.3      13.1      16.7
  Wilshire 5000 Index                   23.8      26.1      27.1
  MSCI EAFE Index                       27.3      16.1      13.2
- ---------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index           -0.8%      5.7%      7.7%
  Lehman 10 Year Municipal Bond Index   -1.3       4.8       7.1
  Salomon Smith Barney 3-Month
    U.S. Treasury Bill Index             4.7       5.0       5.2
- ---------------------------------------------------------------------
OTHER
  Consumer Price Index                   2.7%      2.0%      2.4%
- ---------------------------------------------------------------------
         The stock market, as measured by the Wilshire 5000 Index, gained 23.8%,
with more than  three-quarters  of the gain coming in the final quarter of 1999.
For   the   first   time   in   several   years,    smaller   stocks    outpaced
large-capitalization  issues. The S&P 500 Index, which is dominated by large-cap
stocks and  accounts for more than  three-quarters  of the U.S.  stock  market's
total value, gained 21.0% during the year; the rest of the market gained 35.4%.

         Hidden  in the  market  averages  was an  amazing  divergence  in stock
performance.  Prices soared for most technology-related  stocks, but performance
was pedestrian,  at best, for most other issues. Indeed,  three-fifths of stocks
on the New York Stock Exchange fell in 1999.  The  technology  sector of the S&P
500 Index gained 74%, and the producer-durables sector, driven by huge gains for
some makers of telecommunications and technology gear, was up 49%. These results
were in stark contrast to the declines  suffered by food and beverage  companies
in the  consumer-staples  sector (-16%) and by many companies in the health-care
group (-10%).

                                       6
<PAGE>

         Investors  seemed  bedazzled by the prospects for growth in revenue and
profits among tech stocks, but less interested in the actual profits for nontech
companies.  Remarkably,  the average S&P 500 stock without earnings gained 36.5%
in 1999,  while the average  stock with  earnings  rose 11.5%.  There is general
agreement  that  growth in  Internet  commerce,  computers,  software,  wireless
communications, and other key tech sectors will be stupendous. However, there is
much  disagreement  about whether profits will grow so  impressively,  given the
intense competition. During 1999, optimists clearly ruled.

U.S. BOND MARKETS

The pickup in worldwide economic activity buoyed stock prices but depressed bond
prices.  Interest rates,  which move in the opposite direction from bond prices,
rose sharply. The rate increase stemmed from increased borrowing by corporations
and individuals and from investors'  fears that a sizzling  economy was bound to
send inflation soaring.

         The inflation  evidence was ambiguous.  Price increases were greater in
1999 than in 1998 at both the wholesale and consumer  levels.  Wholesale  prices
rose 3.0%,  the biggest gain since 1990.  And the Consumer  Price Index advanced
2.7% in 1999 after a gain of just 1.6% in 1998.  However,  energy prices,  which
plunged in 1998 and shot up in 1999, skewed the figures in both periods.  At the
consumer  level,  the "core rate" of inflation,  which  excludes food and energy
prices, was up just 1.9% in 1999, the smallest increase in 35 years.

         At midyear, the Federal Reserve Board, aiming to cool the economy a bit
to head off price pressures,  began raising  short-term  interest rates. In all,
the Fed pushed up rates by 0.75 percentage point in three  quarter-point  steps.
The bond market  anticipated  the  Fed--interest  rates began rising  sharply in
February--and  at year-end the yield of 30-year U.S.  Treasury bonds was up 1.38
percentage  points (138 basis  points) to 6.48%.  The 10-year  Treasury  note--a
benchmark  for mortgage  lenders--rose  179 basis  points,  from 4.65% to 6.44%.
Short-term  rates didn't rise as far;  3-month  Treasury  bill yields were up 88
basis points to 5.33% at year-end.

         Price declines,  as usual,  were greatest for long-term bonds and least
for short-term  bonds.  The overall market,  as measured by the Lehman Aggregate
Bond Index,  which has an  intermediate-term  average  maturity,  posted a -0.8%
total return in 1999.  Short-term bonds generally  provided returns of 2% to 3%.
Long-term  bonds  suffered  significant  price  declines,  and the  Lehman  Long
Government/Corporate Index recorded a -7.7% total return.

INTERNATIONAL STOCK MARKETS

Bullishness  among stock investors was an international  phenomenon in 1999. The
biggest gains came in Pacific-region and emerging markets that had suffered most
from economic slumps and currency crises during 1997 and 1998.

         Overall, the Morgan Stanley Capital International Europe,  Australasia,
Far East (EAFE)  Index of major  developed  markets  produced a 27.3% return for
U.S.  dollar-based  investors.  The MSCI Pacific Free Index gained an astounding
56.4% for U.S. investors,  as a strong rise in the Japanese yen against the U.S.
dollar  tacked  on about  12.5  percentage  points  to a 43.9%  return  in local
currencies.  In Europe,  currency fluctuations had the opposite effect: European
currencies,  including the new 11-nation common currency,  the euro, mostly fell
against the dollar,  and the 30.3% return in local  currencies was nearly halved
to 15.8% in U.S. dollars.

         Emerging markets managed a stunning turnaround,  as the Select Emerging
Markets Free Index rose 60.9% in U.S.-dollar terms after having plummeted -18.4%
in 1998 and -16.4% in 1997.

                                       7
<PAGE>

REPORT FROM  THE ADVISER

Vanguard  International  Value  Fund  provided  a return of 21.8% in 1999.  This
trailed both the 27.3% return of the MSCI EAFE Index and the 44.3% return of the
average international equity fund.

         During 1999, the major theme to our investment activity was a reduction
of holdings in emerging Asian markets and a corresponding addition to the fund's
stake in continental  European  markets.  The fund's exposure to Japanese stocks
rose slightly  (from 22% of our stocks to 24%),  mainly due to  appreciation  in
both the yen and the nation's stock market. We also added a few Canadian stocks.

         Back in 1998,  when the consensus view on Asia was at its bleakest,  we
increased the fund's exposure in Asian emerging  markets to around 7% of assets.
We bought into many good companies with stable core businesses, good management,
and sound finances that had been given a competitive boost by the devaluation of
their  countries'  currencies.  Since  then,  the  consensus  has  shifted to an
expectation  of  painless   resumption  of  growth  for  the  region.   This  is
overoptimistic, in our view.

         Thanks to the market's change in sentiment, many of the fund's holdings
have  skyrocketed in a short time, and their valuations have gotten way ahead of
reality. At the same time, many companies that talked of restructuring when they
were under pressure are putting off tough  decisions now that their share prices
have rallied.  We think this is a mistake.  A typical  example is Hyundai Motor,
the  Korean  auto  manufacturer.  Its stock  price has risen  150% since we last
bought shares in 1998. Taking advantage of the optimistic  climate, we have sold
our shares and reduced the fund's exposure to Southeast  Asia's emerging markets
to 3% of assets.

         The International Value Fund started 1999 with a position in Japan that
was nearly the same as that country's  proportion in the EAFE Index.  Japan then
became  one of the year's  best-performing  markets as  investors  responded  to
improving economic  performance  (admittedly from a very low base) and continued
signs  of a  commitment  to  corporate  restructuring.  Some  of  the  announced
restructurings  will indeed add value for shareholders.  But we remain skeptical
that all the plans will come to  fruition.  Consequently,  we have  reduced  our
position in Japan to 24% of our stock  holdings,  below the 27% weighting in the
index.  The fund remains  significantly  underweighted  in the Japanese  banking
sector, where prices rose substantially on the hope of restructuring. We believe
these stock prices are assuming too much improvement.
- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY

The fund reflects a belief that  superior  long-term  investment  results can be
achieved by investing in a diversified  portfolio of  international  stocks that
are  generally  out of favor or  undervalued  by  fundamental  measures  such as
price/earnings ratio or dividend yield.
- --------------------------------------------------------------------------------

         Turning to Europe:  The euro was  successfully  launched  on January 1,
1999, but weakened to a surprising  extent during the year. At one point, it was
down about 15% versus the U.S. dollar, reflecting weakness in the German economy
and strains in Italy's  finances.  The  differing  economic  growth  rates among
European  nations--with  Germany and Italy faltering while Ireland,  Spain,  and
Portugal are expanding  very

                                       8
<PAGE>

strongly--underscore  the problems  posed by a "one size fits all" interest rate
policy,  as exists under the European  Central  Bank.  During 1999, we benefited
from our overweighted position in France, which powered ahead of Germany.

         Taking  advantage of the lackluster  performance  of European  markets,
particularly  in  comparison  with Asia,  we added to several  positions  there.
Again, these purchases were focused on France and on medium-sized  stocks in the
United  Kingdom.   Corporate  takeover  and  restructuring   activity  has  been
exceptionally  strong in Europe,  and hostile  takeover bids in Italy and France
benefited some of our holdings.  It is  particularly  interesting to observe the
hostile  takeovers in the French  banking and oil sectors,  something that would
have been unthinkable a few years ago.

         Several of the European  cyclical stocks we owned,  such as Akzo Nobel,
the Dutch chemical and pharmaceutical firm, performed very strongly, so we pared
these holdings during the middle of the year.  Corporate  activity involving the
likes of Telecom  Italia  (recipient of an  acquisition  bid from  Olivetti) and
Allied  Domecq  (which sold its chain of U.K.  pubs) led to large rises in their
share prices,  after which we reduced our stakes.  The proceeds from such sales,
along with new cash, were added to some of our existing holdings and to some new
positions in Scandinavian banks.

         As  we've  explained  in  previous  reports,   we  focus  our  European
investments on companies that are undervalued by some measure and that have good
management, capable of taking advantage of the opportunities that the new Europe
offers. On a sector basis, this has kept us overweighted  compared with the EAFE
Index in consumer and basic industries and  underweighted  in banks,  insurance,
and pharmaceuticals.

         Many  Canadian  stocks are  selling  at much  cheaper  valuations  than
comparable  companies  elsewhere  in the world,  so we have added shares of Nova
Chemicals,  Clarica (a life insurance  company),  and BCE (the telecom company).
Canada now represents 2.3% of the fund's stock holdings.

         The  International  Value Fund geographic  representation is not unlike
that of the EAFE Index, but this fact may obscure some  significant  differences
between the fund and the index in regard to average  market  capitalization  and
industrial  representation.  In most  markets,  the  fund has a bias  away  from
very-large-cap  companies  and a  corresponding  bias toward mid- and  small-cap
issues that are selling at much lower valuation levels.

         The   huge   surge   in   prices   of   technology,    Internet,    and
telecommunications  stocks--all  areas  where the fund is  underrepresented--has
hurt  our  performance  relative  to peer  funds  and the EAFE  Index in  recent
periods. While many of these companies will show good revenue growth, we believe
that  the  market's  enthusiasm  has  stretched  valuations  of some  stocks  to
ridiculous  extremes.  Consequently,  we remain confident that it is right to be
underweighted in these sectors.  Meanwhile,  we are taking advantage of the many
opportunities to add to holdings of good-quality  companies that, in some cases,
are selling below prices they fetched a year ago.

Wilson Phillips, Portfolio Manager
Phillips & Drew

January 12, 2000

                                       9
<PAGE>

PERFORMANCE SUMMARY
INTERNATIONAL 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.

TOTAL INVESTMENT RETURNS: MAY 16, 1983-DECEMBER 31, 1999
- --------------------------------------------------------
             INTERNATIONAL VALUE FUND         MSCI EAFE
FISCAL   CAPITAL      INCOME       TOTAL        TOTAL
YEAR     RETURN       RETURN       RETURN      RETURN
- --------------------------------------------------------
1983      4.0%         1.8%        5.8%         11.0%
1984     -4.9          4.1        -0.8           7.9
1985     36.1          4.2        40.3          56.7
1986     46.8          3.9        50.7          69.9
1987     22.1          1.8        23.9          24.9
1988     14.8          4.0        18.8          28.6
1989     22.8          3.2        26.0          10.8
1990    -15.1          2.8       -12.3         -23.2
1991      6.9          3.1        10.0          12.5
1992    -11.0%         2.3%       -8.7%        -11.8%
1993     27.0          3.5        30.5          32.9
1994      3.5          1.8         5.3           8.1
1995      7.0          2.6         9.6          11.6
1996      7.5          2.7        10.2           6.4
1997     -7.2          2.6        -4.6           2.1
1998     14.7          4.8        19.5          20.3
1999     19.1          2.7        21.8          27.3
- --------------------------------------------------------
See  Financial  Highlights  table  on page 19 for
dividend  and  capital  gains information for the
past five years.


CUMULATIVE PERFORMANCE: DECEMBER 31, 1989-DECEMBER 31, 1999
- -----------------------------------------------------------
         198912         10000         10000         10000
         199003          9505          9427          8028
         199006         10313         10255          8802
         199009          8457          8413          6942
         199012          8774          8826          7680
         199103          9114          9402          8258
         199106          8811          9164          7814
         199109          9472          9775          8491
         199112          9648          9953          8640
         199203          9116          9580          7622
         199206          9566         10056          7790
         199209          9092          9570          7915
         199212          8806          9446          7616
         199303          9690         10226          8537
         199306         10377         10858          9402
         199309         11054         11874         10032
         199312         11492         13166         10126
         199403         11817         12757         10486
         199406         12248         13040         11029
         199409         12408         13477         11047
         199412         12095         13053         10942
         199503         12111         12490         11154
         199506         12508         13162         11244
         199509         12873         13875         11722
         199512         13262         14261         12206
         199603         13774         14511         12568
         199606         14015         15219         12776
         199609         14011         15180         12770
         199612         14617         15948         12982
         199703         14775         15797         12788
         199706         16425         17707         14458
         199709         15995         17978         14365
         199712         13948         16758         13249
         199803         16506         18816         15208
         199806         16387         19195         15380
         199809         13814         16108         13204
         199812         16662         18940         15943
         199903         16935         18825         16176
         199906         18602         20267         16599
         199909         18875         21204         17339
         199912         20297         27334         20296












                             AVERAGE ANNUAL TOTAL RETURNS
                           PERIODS ENDED DECEMBER 31, 1999
                           -------------------------------     FINAL VALUE OF A
                             1 YEAR   5 YEARS  10 YEARS       $10,000 INVESTMENT
- --------------------------------------------------------------------------------
International Value Fund     21.81%   10.91%    7.34%            $20,297
Average International Fund*  44.32    15.93    10.58              27,334
MSCI EAFE Index              27.30    13.15     7.33              20,296
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.


 AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                10 YEARS
                           INCEPTION                    ------------------------
                              DATE     1 YEAR   5 YEARS CAPITAL   INCOME   TOTAL
- --------------------------------------------------------------------------------
International Value Fund    5/16/1983  21.81%   10.91%   4.46%    2.88%    7.34%
- --------------------------------------------------------------------------------
                                       10
<PAGE>

FUND PROFILE
INTERNATIONAL VALUE FUND

This Profile  provides a snapshot of the fund's  characteristics  as of December
31, 1999, compared where appropriate to an unmanaged index. Key elements of this
Profile are defined on page 12.

PORTFOLIO CHARACTERISTICS
- -------------------------------------
          INTERNATIONAL
                  VALUE     MSCI EAFE
- -------------------------------------
Number of Stocks    134           967
Turnover Rate       41%            --
Expense Ratio     0.59%            --
Cash Reserves      2.3%            --

ALLOCATION BY REGION
- -------------------------------------
Europe                     60%
Pacific                    34%
Emerging Markets            4%
North America               2%



VOLATILITY MEASURES
- -------------------------------------
          INTERNATIONAL
                  VALUE     MSCI EAFE
- -------------------------------------
R-Squared          0.83          1.00
Beta               0.96          1.00


TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- -----------------------------------------------
Total Fina SA B Shares                     4.4%
Nestle SA (Registered)                     2.6
Akzo Nobel NV                              2.4
Matsushita Electric Industrial Co., Ltd.   2.4
Alcatel                                    2.3
Nippon Telegraph and Telephone Corp.       2.2
Hitachi Ltd.                               2.1
DBS Group Holdings Ltd.                    2.1
Bayer AG                                   1.9
AXA                                        1.9
- -----------------------------------------------
Top Ten                                   24.3%

Country Diversification (% of Common Stocks) can be found on page 13.

                                       11
<PAGE>

ALLOCATION BY REGION.  This chart shows the geographic  distribution of a fund's
holdings.

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.

COUNTRY  DIVERSIFICATION.  The  percentages of a fund's common stock invested in
securities of various countries.

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.

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.

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.

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 period.  Funds with
high  turnover  rates  incur  higher  transaction  costs and are more  likely to
distribute capital gains (which are taxable to investors).

                                       12
<PAGE>

FUND PROFILE (CONTINUED)

COUNTRY DIVERSIFICATION (% OF COMMON STOCKS)
- -------------------------------------------------------------
            DECEMBER 31, 1998          DECEMBER 31, 1999
            -------------------------------------------------
              INTERNATIONAL     INTERNATIONAL
                  VALUE            VALUE            MSCI EAFE
            -------------------------------------------------
Australia         3.9%              5.3%               2.5%
Austria           0.0               0.0                0.2
Belgium           0.0               0.0                0.9
Canada            0.0               2.3                0.0
Denmark           0.0               0.9                0.8
Finland           0.0               1.4                3.0
France           13.2              13.2               10.3
Germany           8.1               7.0               10.5
Greece            0.3               0.0                0.0
Hong Kong         1.3               1.3                2.3
Indonesia         0.5               0.4                0.0
Ireland           0.0               0.0                0.4
Italy             1.3               2.3                4.2
Japan            22.1              24.1               27.2
Netherlands       5.9               6.4                5.2
New Zealand       0.2               0.2                0.2
Norway            0.0               0.0                0.4
Philippines       0.4               0.6                0.0
Portugal          0.3               1.8                0.5
Singapore         2.0               2.9                1.1
South Korea       2.3               1.2                0.0
Spain             0.6               1.0                2.7
Sweden            5.2               2.2                2.7
Switzerland       7.4               4.8                5.7
Thailand          1.2               1.5                0.0
United Kingdom   23.8              19.2               19.2
- -------------------------------------------------------------
Total           100.0%            100.0%             100.0%

                                       13
<PAGE>

FINANCIAL STATEMENTS
DECEMBER 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
country.  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,  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 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*
INTERNATIONAL VALUE FUND                               SHARES              (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (97.6%)
- --------------------------------------------------------------------------------
AUSTRALIA (5.2%)
         AMP Ltd.                                     963,000         $   10,605
         WMC Ltd.                                   1,440,300              7,917
         Australia & New Zealand
           Bank Group Ltd.                            961,500              6,972
         MIM Holdings Ltd.                          5,601,490              5,754
         Goodman Fielder Ltd.                       6,029,600              5,366
         Orica Ltd.                                   877,100              4,712
o        Pasminco Ltd.                              4,045,500              4,421
         Mayne Nickless Ltd.                        1,353,249              3,480
o        Burns Philp & Co., Ltd.
           Options Exp. 8/14/2003                  12,149,881              2,226
         Pacific Dunlop Ltd.                        1,442,200              2,035
o        Burns Philp & Co., Ltd.                    2,215,320                652
                                                                      ----------
                                                                          54,140
                                                                      ----------
CANADA (2.3%)
         Nova Chemicals Corp.                         483,550              9,412
         BCE Inc.                                      95,470              8,627
         Clarica Life Insurance Co.                   309,600              5,546
                                                                      ----------
                                                                          23,585
                                                                      ----------
DENMARK (0.9%)
         Unidanmark A/S A Shares                      133,980              9,384
                                                                      ----------
FINLAND (1.4%)
         Stora Enso Oyj R Shares                      825,681             14,325
                                                                      ----------
FRANCE (12.9%)
         Total Fina SA B Shares                       343,452             45,612
         Alcatel                                      106,549             24,349
         AXA                                          140,290             19,461
         Banque Nationale de Paris SA                 196,677             18,057
         Lafarge SA                                    89,549             10,376
         Cie. de St. Gobain SA                         49,598              9,281
         Groupe Danone SA                              21,480              5,038
         Elf Aquitaine SA                              14,250              2,185
         Esso SA                                        7,360                557
                                                                      ----------
                                                                         134,916
                                                                      ----------
GERMANY (6.8%)
         Bayer AG                                     423,394             19,988
         RWE AG                                       444,378             17,282
         Bayerische Hypo-und
           Vereinsbank AG                             143,885              9,807
         Veba AG                                      171,318              8,319
         Volkswagen AG                                145,156              8,114
         Volkswagen AG Pfd.                           178,000              5,673
         Varta AG                                     163,680              1,662
                                                                      ----------
                                                                          70,845
                                                                      ----------
HONG KONG (1.2%)
         Hong Kong Electric
           Holdings Ltd.                            2,256,027              7,052
         Hong Kong Land Holdings Ltd.               4,007,100              5,930
                                                                      ----------
                                                                          12,982
                                                                      ----------

INDONESIA (0.3%)
         PT Tambang Timah TBK                       1,850,000              1,279
o        PT Pabrik Kertas Tjiwi Kimia               3,053,751                985
o        PT Bank Internasional
           Indonesia (Local)                       28,089,600                598
o        PT Kalbe Farma                             3,395,000                542
         PT Unilever Indonesia                          9,900                145
o        PT Inti Indorayon Utama                      545,000                 73
o        PT Indah Kiat Pulp & Paper
           Corp. Warrants Exp. 7/11/2002               96,504                 24

                                       14
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                        SHARE              (000)
- --------------------------------------------------------------------------------
o        PT Bank Dagang Nasional
           Indonesia (Foreign)                      3,100,998         $        0
                                                                      ----------
                                                                           3,646
                                                                      ----------
ITALY (2.3%)
         Ente Nazionale Idrocarburi SpA             3,337,110             18,263
         Telecom Italia SpA                           385,400              5,408
                                                                      ----------
                                                                          23,671
                                                                      ----------
JAPAN (23.6%)
         Matsushita Electric Industrial
           Co., Ltd.                                  896,000             24,773
         Nippon Telegraph and
           Telephone Corp.                              1,343             22,962
         Hitachi Ltd.                               1,398,000             22,400
         Mitsubishi Estate Co., Ltd.                1,683,000             16,393
         Tokyo Gas Co., Ltd.                        6,731,000             16,375
         Sumitomo Marine & Fire
           Insurance Co.                            2,222,000             13,677
         Canon, Inc.                                  337,000             13,367
         Nippon Yusen Kabushiki
           Kaisha Co.                               2,538,000             10,365
         West Japan Railway Co.                         2,602              9,203
         Fuji Photo Film Co., Ltd.                    247,000              9,001
         Yamaha Motor Co., Ltd.                     1,294,000              8,951
         Toyo Seikan Kaisha Ltd.                      567,000              8,199
         Nikko Securities Co., Ltd.                   611,000              7,718
         Fuji Heavy Industries Ltd.                 1,052,000              7,195
         Daiichi Pharmaceutical Co., Ltd.             489,000              6,349
         Nisshinbo Industries, Inc.                 1,234,000              5,570
         Taiheiyo Cement Corp                       2,900,800              5,526
         Koito Manufacturing Co., Ltd.                926,000              5,148
         Kajima Corp.                               1,694,000              5,048
         Sankyo Co., Ltd.                             226,000              4,637
         Mitsubishi Heavy Industries Ltd.           1,379,000              4,594
         Kansai Paint Co., Ltd.                     1,756,000              4,289
         Uny Co., Ltd.                                425,000              4,148
         Nissan Fire & Marine
           Insurance Co., Ltd.                      1,164,000              3,594
         Sanwa International Finance
           Preference Units                                82              2,632
         Toray Industries, Inc.                       641,000              2,480
         Japan Wool Textile Co., Ltd.                 284,000                957
o        Marudai Food Co., Ltd.                       518,000                911
                                                                      ----------
                                                                         246,462
                                                                      ----------
NETHERLANDS (6.2%)
         Akzo Nobel NV                                509,075             25,410
         Koninklijke KPN NV                           171,174             16,625
         ING Groep NV                                 213,654             12,836
         Buhrmann NV                                  334,670              5,015
         Philips Electronics NV                        28,558              3,864
         TNT Post Group NV                             50,839              1,450
                                                                      ----------
                                                                          65,200
                                                                      ----------
NEW ZEALAND (0.2%)
         Fletcher Challenge Ltd. Paper              1,879,000              1,313
o        Brierley Investments Ltd.                  2,630,900                549
o        Fletcher Challenge Ltd. Forest                17,468                  7
                                                                      ----------
                                                                           1,869
                                                                      ----------
PHILIPPINES (0.6%)
         Philippine Long Distance
           Telephone Co.                              215,700              5,485
         JG Summit Holdings Inc.
           Class B                                  3,102,000                319
o        EEI Corp.                                  4,264,000                 74
o        Philex Mining Corp. Class B                5,490,500                 72
                                                                      ----------
                                                                           5,950
                                                                      ----------
PORTUGAL (1.7%)
         Portugal Telecom SA
           (Registered)                             1,526,000             16,656
         Electricidade de Portugal SA                  91,300              1,586
                                                                      ----------
                                                                          18,242
                                                                      ----------





SINGAPORE (2.8%)
o        DBS Group Holdings Ltd.                    1,310,701             21,478
         Keppel Corp., Ltd.                         2,127,250              5,567
         Jardine Strategic Holdings Ltd.              626,000              1,246
         Dairy Farm International
           Holdings Ltd.                            1,372,266              1,235
                                                                      ----------
                                                                          29,526
                                                                      ----------
SOUTH KOREA (1.2%)
         SK Telecom Co. Ltd.                            3,428             12,316
SPAIN (1.0%)
         Endesa SA                                    402,382              7,949
         Altadis SA                                   144,704              2,060
                                                                      ----------
                                                                          10,009
                                                                      ----------
SWEDEN (2.2%)
         Electrolux AB Series B                       614,005             15,381
         ForeningsSparbanken AB                       490,430              7,17
                                                                      ----------
                                                                          22,557
                                                                      ----------
SWITZERLAND (4.7%)
         Nestle SA (Registered)                        14,827             27,019
         Novartis AG (Registered)                       9,027             13,185
         Schindler Holding AG (Ptg. Ctf.)               5,294              8,433
                                                                      ----------
                                                                          48,637
                                                                      ----------
THAILAND (1.4%)
o        Shin Corp. PLC (Foreign)                     679,000              6,433
o        Thai Farmers Bank PLC
           (Foreign)                                2,884,400              4,836
o        Bangkok Bank PLC (Foreign)                 1,249,900              3,160
         Thai Plastic & Chemical PLC
           (Foreign)                                  180,650                500
o        TPI Polene PLC (Foreign)                      88,375                 40
                                                                      ----------
                                                                          14,969
UNITED KINGDOM (18.7%)
         Invensys PLC                               3,571,372             19,398
         BG Group PLC                               2,856,416             18,415
         Safeway PLC                                3,089,620             10,557
         Royal & Sun Alliance
           Insurance Group PLC                      1,379,250             10,481
         Scottish Power PLC                         1,315,400              9,943
         MEPC PLC                                   1,320,962              9,900
         Trinity Mirror PLC                           923,000              9,833
         BOC Group PLC                                415,444              8,905
         British American Tobacco PLC               1,533,171              8,692
         Allied Domecq PLC                          1,746,500              8,613
         Scottish & Newcastle PLC                   1,212,935              8,421
         Thames Water PLC                             672,000              8,361
         Great Universal Stores PLC                 1,307,810              7,630
         AstraZeneca Group PLC                        162,533              6,727
         United Utilities PLC                         533,180              5,530

                                       15
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
INTERNATIONAL VALUE FUND                               SHARES              (000)
- --------------------------------------------------------------------------------
         IMI PLC                                    1,167,300              5,042
         Smith & Nephew PLC                         1,498,450              5,023
         Great Portland Estates PLC                 1,405,630              4,350
         BPB PLC                                      678,006              3,923
         Railtrack Group PLC                          216,873              3,635
         Pennon Group PLC                             411,000              3,504
         Liberty International PLC                    468,000              3,454
         Slough Estates PLC                           586,500              3,332
         Allied Zurich PLC                            205,252              2,413
         Rank Group PLC                               699,800              2,211
         Centrica PLC                                 766,000              2,167
         The Peninsular & Oriental
           Steam Navigation Co.                       113,597              1,891
         Bass PLC                                     117,276              1,456
         Coats Viyella PLC                          1,667,700              1,102
         Carillion PLC                                541,507                984
                                                                      ----------
                                                                         195,893
                                                                      ----------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(Cost $891,195)                                                        1,019,124
- --------------------------------------------------------------------------------
                                                         FACE
                                                       AMOUNT
                                                        (000)
- --------------------------------------------------------------------------------
BOND (0.1%)
- --------------------------------------------------------------------------------
Burns Philp & Co., Ltd.
  7.50%, 8/15/2003
  (COST $649)                                    AUD   12,150              1,119
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (5.2%)
- --------------------------------------------------------------------------------
MUNICIPAL BOND
Harris County TX Health Fac. Dev.
  Corp. Hosp. Rev. VRDO
  4.80%, 1/3/2000--Note F                             $30,000             30,000
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  3.25%, 1/3/2000                                      21,352             21,352
  3.47%, 1/3/2000--Note F                               3,680              3,680
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $55,032)                                                          55,032
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (102.9%)
  (COST $946,876)                                                      1,075,275
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-2.9%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                      12,196
Security Lending Collateral
Payable to Brokers--Note F                                              (33,680)
Other Liabilities                                                        (9,135)
                                                                      ----------
                                                                        (30,619)
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 35,867,640 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                           $1,044,656
================================================================================
NET ASSET  VALUE  PER  SHARE                                              $29.13
================================================================================
*See  Note A in  Notes  to  Financial Statements.
oNon-Income-Producing Security.
AUD--Australian Dollar.
(Ptg. Ctf.)--Participating Certificate.
VRDO--Variable Rate Demand Obligation.














- --------------------------------------------------------------------------------
                                                    AMOUNT                  PER
                                                     (000)                SHARE
- --------------------------------------------------------------------------------
AT DECEMBER 31, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
Paid in Capital                                   $916,800               $25.56
Overdistributed Net Investment
  Income--Note D                                    (7,025)                (.19)
Accumulated Net Realized
  Gains--Note D                                      6,528                  .18
Unrealized Appreciation
  (Depreciation)--Note E
  Investment Securities                            128,399                 3.58
  Foreign Currencies                                   (46)                  --
- --------------------------------------------------------------------------------
NET ASSETS                                      $1,044,656               $29.13
================================================================================
                                       16
<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--these
amounts  include the effect of foreign  currency  movements  on the value of the
fund's  securities.  Currency gains (losses) on the  translation of other assets
and  liabilities,  combined  with the  results  of any  investments  in  forward
currency contracts during the period, are shown separately.
- --------------------------------------------------------------------------------
                                                        INTERNATIONAL VALUE FUND
                                                    YEAR ENDED DECEMBER 31, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
         Dividends*                                                      25,625
         Interest                                                         1,966
         Security Lending                                                   473
                                                                      ----------
                  Total Income                                           28,064
                                                                      ----------
EXPENSES
         Investment Advisory Fees--Note B
                  Basic Fee                                               1,387
                  Performance Adjustment                                   (341)
         The Vanguard Group--Note C
                  Management and Administrative                           3,554
                  Marketing and Distribution                                148
         Custodian Fees                                                     479
         Auditing Fees                                                        8
         Shareholders' Reports                                               71
         Trustees' Fees and Expenses                                          1
                                                                      ----------
                  Total Expenses                                          5,307
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    22,757
- --------------------------------------------------------------------------------
REALIZED NET GAIN
         Investment Securities Sold                                      39,954
         Foreign  Currencies and Forward  Currency  Contracts             2,473
- --------------------------------------------------------------------------------
REALIZED NET GAIN                                                        42,427
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
         Investment Securities                                          113,221
         Foreign  Currencies  and Forward  Currency  Contracts            1,903
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED  APPRECIATION  (DEPRECIATION)                      115,124
- --------------------------------------------------------------------------------
NET  INCREASE  IN NET  ASSETS RESULTING FROM  OPERATIONS               $180,308
================================================================================
*Dividends are net of foreign  withholding taxes of $1,377,000.

                                     17
<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.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                                  INTERNATIONAL VALUE FUND
                                                                                   YEAR ENDED DECEMBER 31,
                                                                                ---------------------------
                                                                                   1999             1998
                                                                                   (000)            (000)
- -----------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>             <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
         Net Investment Income                                                 $   22,757        $ 22,970
         Realized Net Gain                                                         42,427           6,900
         Change in Unrealized Appreciation (Depreciation)                         115,124         112,495
                                                                                ---------------------------
                  Net Increase in Net Assets Resulting from Operations            180,308         142,365
                                                                                ---------------------------
DISTRIBUTIONS
         Net Investment Income                                                    (22,865)        (32,297)
         Realized Capital Gain                                                    (25,324)        (28,807)
                                                                                ---------------------------
                  Total Distributions                                             (48,189)        (61,104)
                                                                                ---------------------------
CAPITAL SHARE TRANSACTIONS1
         Issued                                                                   577,871         247,777
         Issued in Lieu of Cash Distributions                                      44,683          56,521
         Redeemed                                                                (516,320)       (356,018)
                                                                                ---------------------------
                  Net Increase (Decrease) from Capital Share Transactions         106,234         (51,720)
- -----------------------------------------------------------------------------------------------------------
         Total Increase                                                           238,353          29,541
- -----------------------------------------------------------------------------------------------------------
NET ASSETS
         Beginning of Year                                                        806,303         776,762
                                                                                ---------------------------
         End of Year                                                           $1,044,656        $806,303
===========================================================================================================
1Shares Issued (Redeemed)
         Issued                                                                    20,872           9,809
         Issued in Lieu of Cash Distributions                                       1,580           2,217
         Redeemed                                                                 (18,723)        (14,192)
                                                                                ---------------------------
                  Net Increase (Decrease) in Shares Outstanding                     3,729          (2,166)
===========================================================================================================
</TABLE>


                                       18
<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>

- ---------------------------------------------------------------------------------------------------------------
                                                                                INTERNATIONAL VALUE FUND
                                                                                YEAR ENDED DECEMBER 31,
                                                                    -------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR                           1999     1998     1997    1996      1995
- ---------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>      <C>      <C>     <C>      <C>
NET ASSET VALUE, BEGINNING OF YEAR                                   $25.09   $22.64   $27.54  $31.11    $31.48
- ---------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
         Net Investment Income                                          .69      .77     .690     .82      .750
         Net Realized and Unrealized Gain (Loss) on Investments        4.74     3.64   (1.945)   2.20     2.185
                                                                    -------------------------------------------
                  Total from Investment Operations                     5.43     4.41   (1.255)   3.02     2.935
                                                                    -------------------------------------------
DISTRIBUTIONS
         Dividends from Net Investment Income                          (.66)   (1.06)   (.690)   (.82)    (.790)
         Distributions from Realized Capital Gains                     (.73)    (.90)  (2.955)  (5.77)   (2.515)
                                                                    -------------------------------------------
                  Total Distributions                                 (1.39)   (1.96)  (3.645)  (6.59)   (3.305)
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                                         $29.13   $25.09   $22.64  $27.54    $31.11
===============================================================================================================
TOTAL RETURN                                                         21.81%   19.46%   -4.58%  10.22%     9.65%
===============================================================================================================
RATIOS/SUPPLEMENTAL DATA
         Net Assets, End of Year (Millions)                          $1,045     $806     $777    $917      $988
         Ratio of Total Expenses to Average Net Assets                0.59%    0.52%    0.49%   0.50%     0.47%
         Ratio of Net Investment Income to Average Net Assets         2.54%    2.77%    2.36%   2.50%     2.29%
         Portfolio Turnover Rate                                        41%      39%      37%     82%       47%
===============================================================================================================
</TABLE>

                                       19
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard International Value Fund is registered under the Investment Company Act
of 1940 as a diversified  open-end  investment company, or mutual fund. The fund
invests in  securities  of foreign  issuers,  which may subject it to investment
risks not normally  associated  with  investing in  securities  of United States
corporations.

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.  FOREIGN  CURRENCY:  Securities  and other  assets  and  liabilities
denominated  in  foreign  currencies  are  translated  into U.S.  dollars at the
exchange  rate on the  valuation  date as  employed  by Morgan  Stanley  Capital
International in the calculation of its indexes.

         Realized gains (losses) and unrealized  appreciation  (depreciation) on
investment securities include the effects of changes in exchange rates since the
securities  were  purchased,  combined  with the  effects of changes in security
prices. Fluctuations in the value of other assets and liabilities resulting from
changes in exchange  rates are recorded as  unrealized  foreign  currency  gains
(losses) until the asset or liability is settled in cash, when they are recorded
as realized foreign currency gains (losses).

         3. FORWARD  CURRENCY  CONTRACTS:  The fund enters into forward currency
contracts  to  protect  the value of  securities  and  related  receivables  and
payables  against changes in future foreign  exchange rates. The fund's risks in
using these contracts  include movement in the values of the foreign  currencies
relative  to the U.S.  dollar and the ability of the  counterparties  to fulfill
their obligations under the contracts.

         Forward currency  contracts are valued at 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  forward  currency  contract  gains
(losses).

         4. 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.

         5.  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.

         6.  DISTRIBUTIONS:  Distributions  to shareholders  are recorded on the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes.

         7. 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.

                                       20
<PAGE>

B. Phillips & Drew provides  investment  advisory services to the fund for a fee
calculated  at an  annual  percentage  rate of  average  net  assets.  The basic
advisory fee is subject to quarterly  adjustments  based on performance  for the
preceding  three years  relative  to the Morgan  Stanley  Capital  International
Europe,  Australasia,  Far East Index. For the year ended December 31, 1999, the
advisory fee  represented an effective  annual basic rate of 0.15% of the fund's
average net assets, before a decrease of $341,000 (0.04%) 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 December 31, 1999, the fund had contributed capital of $204,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.2% of Vanguard's capitalization. The fund's Trustees and officers are also
Directors and officers of Vanguard.

D. During the year ended December 31, 1999, the fund purchased  $425,455,000  of
investment securities and sold $351,768,000 of investment securities, other than
temporary cash investments.

         During the year ended  December 31, 1999, the fund realized net foreign
currency losses of $186,000,  which decreased  distributable  net income for tax
purposes;  accordingly,  such losses have been reclassified from accumulated net
realized  gains  to  undistributed   net  investment   income.   The  fund  also
reclassified,  in the same way, $3,000 of realized losses on the sale of foreign
bonds that are treated as foreign currency gains for tax purposes.

         During 1998, the fund received  securities  with a value of $10,586,000
in a corporate  spinoff that increased  taxable income and the tax basis cost of
investments,  creating a difference between  undistributed net investment income
and the cost of investments for financial statement and tax purposes. During the
year ended  December  31,  1999,  the fund  realized  gains on the sale of these
securities of  $4,117,000  which were  included in 1998  distributions  from net
investment   income  for  tax  purposes;   accordingly   such  gains  have  been
reclassified  from  accumulated  net  realized  gains  to  overdistributed   net
investment income. At December 31, 1999, the remaining  difference of $6,469,000
is  reflected  in the balance of  overdistributed  net  investment  income;  the
corresponding  difference  between the securities' cost for financial  statement
and tax purposes is reflected in unrealized appreciation.

E. At December 31, 1999, net unrealized  appreciation  of investment  securities
for federal income tax purposes was $121,930,000, consisting of unrealized gains
of  $244,980,000  on securities that had risen in value since their purchase and
$123,050,000  in unrealized  losses on securities that had fallen in value since
their purchase. (See Note D.)

         The  fund  had  net  unrealized  foreign  currency  losses  of  $46,000
resulting from the  translation of other assets and  liabilities at December 31,
1999.

F. The market  value of  securities  on loan to  broker/dealers  at December 31,
1999, was  $31,086,000,  for which the fund held cash collateral of $33,680,000.
Cash collateral received is invested in temporary cash investments.

                                       21
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Vanguard International 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 International Value Fund (the "Fund") at December 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 five years in the period then ended,  in conformity  with accounting
principles  generally accepted in the United States.  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  auditing  standards
generally accepted in the United States,  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 December
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

February 2, 2000

                                       22
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD INTERNATIONAL VALUE FUND

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

     The fund  distributed  $14,744,000  as  capital  gain  dividends  (from net
long-term  capital gains) to shareholders  during the fiscal year ended December
1999, all of which is designated as a 20% rate gain distribution.

     The fund has  elected to pass  through the credit for taxes paid in foreign
countries.  Shareholders  receive  detailed  information  on foreign  income and
foreign tax per share by country along with their 1999 Form 1099-DIV.
- --------------------------------------------------------------------------------

                                       23
<PAGE>

THE VANGUARD FAMILY OF FUNDS

STOCK FUNDS
- --------------------------------------------
500 Index Fund
Aggressive Growth Fund
Capital Opportunity Fund
Convertible Securities Fund
Emerging  Markets Stock Index Fund
Energy Fund Equity Income Fund
European Stock Index Fund
Explorer Fund
Extended Market Index Fund*
Global Equity Fund
Gold and Precious  Metals Fund
Growth and Income Fund
Growth Index Fund*
Health Care Fund
Institutional  Index Fund*
International  Growth Fund
International  Value Fund
Mid-Cap  Index Fund*
Morgan  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 Utilities Income Fund
Value Index Fund*
Windsor  Fund
Windsor II Fund

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

BOND FUNDS
- --------------------------------------------
Admiral Intermediate-Term  Treasury Fund
Admiral Long-Term Treasury Fund
Admiral Short-Term  Treasury  Fund
GNMA  Fund
High-Yield  Corporate  Fund
High-Yield Tax-Exempt 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 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.

                                       24
<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  (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 Secretary;  Managing Director and 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  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.

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.

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Valley Forge, Pennsylvania 19482-2600

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

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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.

Q460-2/17/2000
(C) 2000 The Vanguard Group, Inc.

All rights reserved.
Vanguard Marketing
Corporation, Distributor.



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