VANGUARD WORLD FUND INC
N-30D, 1999-10-19
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VANGUARD
U.S. GROWTH
FUND


Annual Report
August 31, 1999
[PHOTO OF SHIP]
[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 deserve the credit for their vital role in forging our success over
the years. It is a dedicated crew of fine human beings,  working  together in an
organization  that is well prepared to press on regardless long after I am gone.
Creating and leading this  enterprise has been an exhilarating  run.  Through it
all,  I've taken the kudos and the blows  alike,  enjoying  every  moment to the
fullest,  and even getting a second chance at life with a heart transplant three
years ago. What more could a man ask?
     While I shall no longer be serving on the Vanguard  Board, I want to assure
you that I will remain  vigorous and active in a newly  created  Vanguard  unit,
researching the financial markets, writing, and speaking. I'll continue to focus
whatever  intellectual  power and  ethical  strength  I possess on my mission to
assure that mutual fund investors everywhere receive a fair shake. In the spirit
of Robert Frost:

     BUT I HAVE PROMISES TO KEEP,  AND MILES TO GO BEFORE I SLEEP,  AND MILES TO
     GO BEFORE I SLEEP.

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

/S/
JCB
- --------------------------------------------------------------------------------
CONTENTS

REPORT FROM THE CHAIRMAN .............1  PERFORMANCE SUMMARY ..................9

AFTER-TAX RETURN REPORT ..............4  FUND PROFILE ........................10

THE MARKETS IN PERSPECTIVE ...........5  FINANCIAL STATEMENTS ................12

REPORT FROM THE ADVISER ..............7  REPORT OF INDEPENDENT ACCOUNTANTS ...19

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

<PAGE>
REPORT FROM THE CHAIRMAN
[PHOTO OF JOHN J. BRENNAN]
JOHN J. BRENNAN

During its 1999  fiscal  year,  Vanguard  U.S.  Growth Fund  benefited  from its
emphasis on  large-capitalization  growth stocks, earning an extraordinary total
return of 37.4%.  The fund's return during the 12 months ended August 31 was its
highest  since  the 1989  fiscal  year  and  extended  a  remarkable  string  of
double-digit gains that began with fiscal 1995.
     The adjacent  table  presents  the fund's  12-month  total return  (capital
change plus reinvested dividends),  as well as the returns of the average growth
mutual fund, the Standard & Poor's 500 Index, and the index's growth  component.
As you can see,  your  fund's  performance,  though  outstanding  on an absolute
basis, still fell short of those of its comparative standards.

- ----------------------------------------------
                               TOTAL RETURNS
                             FISCAL YEAR ENDED
                              AUGUST 31, 1999
- ----------------------------------------------
Vanguard U.S. Growth Fund           37.4%
- ----------------------------------------------
Average Growth Fund*                40.4%
- ----------------------------------------------
S&P 500 Index                       39.8%
S&P 500/BARRA Growth Index          44.8
- ----------------------------------------------
*Based on data from Lipper Inc.

     The fund's  total  return is based on an  increase  in net asset value from
$30.36 per share on August 31, 1998, to $38.92 per share on August 31, 1999, and
is adjusted for our annual  dividend of $0.19 per share paid from net investment
income  and a  distribution  of $2.31 per share paid from net  realized  capital
gains.

FINANCIAL MARKETS IN REVIEW
During the 12 months  ended  August 31, the U.S.  economy  continued  to expand,
world markets  recovered and even flourished,  and corporate  profits rose. This
combination  of  factors  created an  excellent  environment  for a  broad-based
advance in the stock market, but a not-so-friendly climate for bonds.
     It's  interesting to note that when the period began,  the stock market was
reeling.  The S&P 500 Index  dropped  nearly 7% on the final day of U.S.  Growth
Fund's  1998  fiscal  year,  and  investors  were  scrambling  to  sort  out the
implications of a global financial crisis,  plunging  commodity prices, a strong
U.S.  dollar,  and  declining  interest  rates.  Over the  course of the next 12
months,  however,  the markets made a dramatic turn.  Derailed  foreign  markets
jumped back on track,  concerns  about  deflation were replaced with angst about
inflation,  the yen exhibited  strength  versus the dollar,  and interest  rates
moved steadily higher.  Stocks generally  welcomed the turn,  advancing  quickly
during the first half of the  period,  then more  tentatively  during the second
half as concerns about higher interest rates took hold.
     Overall, it was a marvelous year for stocks. The Wilshire 5000 Total Market
Index, a measure of all U.S. stocks, gained 38.9%. The  large-cap-dominated  S&P
500  Index  outpaced  broader  market  measures,  returning  39.8%.  The S&P 500
recorded  monthly  gains of 3.9% or higher in seven of the first eight months of
U.S. Growth Fund's fiscal year.
     Among S&P 500 stocks,  technology  issues  stole the show,  registering  an
extraordinary  gain of 108%.  Several  other  sectors  within  the index  booked
spectacular years,  particularly the energy-related groups, which benefited from
the rise in oil prices.  The "other energy" group,  which includes  drilling and
oil-services companies, was up 63% for the period and

                                       1
<PAGE>

the  integrated-oils  sector gained 40%.  Strong gains were also recorded by the
producer-durables  (44%),  utilities  (37%),  and  materials & processing  (36%)
sectors.
     Growth stocks once again  outpaced value stocks during the fiscal year. The
S&P 500's  growth  component  gained  44.8% and value  stocks rose 34.1%.  Value
shares--those  issues  characterized by below-average prices in relation to such
measures as earnings and book value--surged ahead of growth stocks in April, but
their turn in the spotlight was brief.
     For bond  investors,  the year was not so  rewarding.  Bond prices slid and
interest rates rose as the world economy  stabilized and fears of inflation were
rekindled by the continued rapid expansion of the U.S. economy. The yield of the
30-year U.S. Treasury bond started the period at 5.27% and ended it at 6.06%, 79
basis points  (0.79  percentage  point)  higher for the year.  As a result,  the
overall bond market,  as measured by the Lehman  Brothers  Aggregate Bond Index,
provided a total return of just 0.8%.

FISCAL 1999 PERFORMANCE OVERVIEW
The U.S. Growth Fund got off to a roaring start in fiscal 1999, posting a return
of nearly 33% in the first six months.  In the second half,  however,  it gained
just 3.6%. As noted earlier,  the fund's  12-month return of 37.4% came up short
versus  competing  funds and two  relevant  index  benchmarks.  Its return was 3
percentage  points  behind  that  of the  average  growth  mutual  fund  and 2.4
percentage  points short of the return of the S&P 500 Index.  The fund's  return
was even further  behind the 44.8% return of the S&P 500/BARRA  Growth Index,  a
better measure of the large growth stocks that the fund emphasizes.
     Our shortfalls versus these  competitive  standards can be traced primarily
to a single market segment: technology. Our heavy weighting in technology stocks
(about 25% of the fund's assets  during the period,  versus 17% for the S&P 500)
was a big factor in our  return,  but our tech  holdings  did not keep pace with
those of the index.  This was largely due to two  factors:  the virtual  absence
from the fund of  Internet-related  shares,  which  soared  during the 12 months
despite  a  late-period  stumble,  and  the  poor  performance  of  some  of our
technology  picks.  In short,  we emphasized the right segment of the market but
missed the mark on some of our selections.
     Among  consumer-staples  issues,  the index's  poorest  performing  segment
during the fiscal  year,  the U.S.  Growth Fund held,  on average,  about 16% of
assets,  well above the 9% weighting in the index.  Health-care stocks accounted
for about 21% of the fund's assets,  compared with a 12% weighting in the index.
Though  health-care  stocks  turned in a decent  performance  in absolute  terms
during the 12 months (up 23.5%), they lagged all but two market segments. On the
positive side,  our  selections  among  consumer-discretionary  issues--a  group
primarily made up of retailing companies--were solid.
     Besting  the  return  of an  unmanaged  index,  which  does not  incur  the
operating  expenses and  transaction  costs that mutual  funds must bear,  is no
simple feat, but it is one that we strive to  accomplish.  Over the longer term,
we have held our own in this regard.
     Before  I wrap  up  the  discussion  of  U.S.  Growth  Fund's  fiscal  1999
performance,  I want to stress that a 12-month return approaching 40% is unusual
enough for any mutual  fund.  But for such a return to follow four years  during
which the fund earned an average annual return of 23.5% is truly remarkable--and
not likely to be repeated.

LONG-TERM PERFORMANCE OVERVIEW
Our annual report naturally focuses on the short-term  performance of your fund.
But a fund's  success should be measured over many years,  or even decades.  The
table on page 3 presents the average annual returns of the U.S.  Growth Fund and
its comparative  benchmarks for the past ten years. It also presents the results
of hypothetical  $10,000  investments

                                       2
<PAGE>

made a decade ago in the fund, its average competitor, and the S&P 500 Index. As
you can see, the investment in the U.S.  Growth Fund would have grown to $53,279
over  the  decade,  compared  with  $38,420  in the  average  growth  fund.  The
difference amounts to $14,859, nearly 11/2 times the initial investment.

- --------------------------------------------------------------
                                        TOTAL RETURNS
                               10 YEARS ENDED AUGUST 31, 1999
                             ---------------------------------
                                  AVERAGE    FINAL VALUE OF
                                  ANNUAL        A $10,000
                                   RATE    INITIAL INVESTMENT
- --------------------------------------------------------------
Vanguard U.S. Growth Fund          18.2%         $53,279
- --------------------------------------------------------------
Average Growth Fund                14.4%         $38,420
- --------------------------------------------------------------
S&P 500 Index                      17.1%         $48,471
- --------------------------------------------------------------

     The fund's ultimate  objective is to provide  competitive  results over the
long term--a goal we have  achieved.  The fund is aided in this quest by its low
expenses,  which  total  0.39% of average  net  assets,  a fraction of the 1.44%
charged by our  average  peer.  This cost  advantage  is a high hurdle for other
mutual funds to clear. Cost matters.
     Finally, it's extremely important to maintain the proper perspective on the
stock market's returns over the past decade. Historically, large-cap stocks have
earned an annualized return of about 11%. But over the past decade, annual stock
returns have averaged  about 17%, and large growth stocks have averaged a return
of 19.1% a year. Although the future is truly unpredictable, we believe prudence
suggests that  investors  count on no more from common stocks than the long-term
historical  average of 11% a year.  Investors also should recognize that returns
in any given year can fluctuate  very widely  around that  average,  both on the
upside (as in the past year) and on the downside.

IN SUMMARY
For some  investors,  the recent  performance of U.S. stocks may have created an
impression that the risks of equity investing are minor and fleeting,  while the
rewards are boundless.  Amid such expectations,  the benefits of diversifying an
investment  program  across  various  asset  classes--including  bonds  and cash
reserves in addition to stocks--may not be obvious.
     But given the simple fact that the  financial  markets  are ever  cyclical,
rising  and  falling  in  unpredictable  patterns,   maintaining  a  diversified
portfolio is the best way to reap the long-term rewards of the financial markets
while  limiting  some of the risks.  Creating  such a balanced plan and sticking
with it through good  times--and the inevitable bad times--is a tested  approach
to long-term investment success.



/S/
John J. Brennan
Chairman and Chief Executive Officer                          September 16, 1999

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

                                       3
<PAGE>

A REPORT ON YOUR FUND'S AFTER-TAX RETURN
Beginning  with this annual  report,  Vanguard is pleased to provide a review of
the  U.S.  Growth  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 U.S. Growth
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;  instead,  they are taxed at  ordinary  income  tax  rates  upon
withdrawal.
     The table below presents the pretax and after-tax returns for your fund and
an appropriate peer group of mutual funds. Two things to keep in mind:
     o The after-tax return calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden,  therefore,  would be
somewhat  less, and the after-tax  return  somewhat more, for those in lower tax
brackets.
     o The peer funds' returns are provided by Morningstar,  Inc.  (Elsewhere in
this report, returns for comparable mutual funds are provided by Lipper Inc. and
may differ somewhat.)
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------
                                    AVERAGE ANNUAL RETURNS: PRETAX AND AFTER-TAX
                                             PERIODS ENDED AUGUST 31, 1999
                           ---------------------------------------------------------------
                                1 YEAR                5 YEARS               10 YEARS
                           ---------------------------------------------------------------
                            PRETAX   AFTER-TAX    PRETAX   AFTER-TAX    PRETAX   AFTER-TAX
- ------------------------------------------------------------------------------------------
<S>                         <C>        <C>        <C>        <C>        <C>        <C>
U.S. Growth Fund            37.4%      35.1%      26.1%      24.4%      18.2%      17.1%
Average Large Growth Fund*  48.4       46.5       22.2       19.6       16.1       13.6
- ------------------------------------------------------------------------------------------
</TABLE>
*Based on data from Morningstar, Inc.

     As you can see, the U.S. Growth Fund's pretax total return of 37.4% for the
12 months ended August 31, 1999, was reduced by taxes to 35.1%.  In other words,
for  investors in the highest tax bracket,  the fund's  pretax return was cut by
2.3 percentage points. In comparison, the average large-cap growth fund earned a
pretax  return of 48.4% and an after-tax  return of 46.5%,  a difference  of 1.9
percentage points.
     Over longer periods,  the U.S. Growth Fund's  performance,  both before and
after taxes,  compares  favorably  with that of its average  peer.  Over the ten
years  ended  August  31,  1999,  your fund lost less to taxes  (1.1  percentage
points)  than  its  peer-group   average  (2.5  percentage  points)  while  also
generating a higher pretax return.
     We  must  stress  that  because  many   interrelated   factors  affect  how
tax-friendly  a fund may be, it's very  difficult to predict tax  efficiency.  A
fund's tax  efficiency  can be  influenced  by its turnover  rate,  the types of
securities it holds, the accounting  practices it uses when selling shares,  and
the net cash flow it receives.
     Finally, it's important to understand that our calculation does not reflect
the tax effect of your own investment  activities.  Specifically,  you may incur
additional capital gains  taxes--thereby  lowering your after-tax return--if you
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. State and local income taxes were not considered. The competitive
group returns provided by Morningstar are calculated in a manner consistent with
that used for Vanguard funds.

                                       4
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR  ENDED AUGUST 31, 1999

Stock  prices  soared  worldwide  during the 12 months  ended  August 31,  1999,
rebounding  from lows they had reached  amid a global  crisis of  confidence  in
financial markets during the summer of 1998. Instead of a worldwide slump, which
many had feared,  what  developed as the fiscal year  progressed  was  improving
economic and financial-market conditions.
     Interest rates rose in response to increasing  actual and expected economic
growth.  Rising  interest  rates,  of course,  translate  into lower  prices for
existing bonds, so total returns on bonds were muted during the fiscal year.

U.S. STOCK MARKETS
Buoyed  by strong  growth  in the  broad  economy  and  improved  prospects  for
corporate  earnings,  the U.S. stock market came back in impressive fashion from
the summertime  slump of 1998,  when broad market  averages  declined by -20% or
more.  The market,  measured by the Wilshire  5000 Total Market  Index,  rose by
38.9% during the fiscal year ended  August  31.Most of the gains came during the
first half of the period as it became  clear that the global  economy  would not
melt down as a result of financial  crises in Asia,  Russia,  and parts of Latin
America.  The  market's  gains  slowed  during the second  half of the year (the
Wilshire 5000 climbed 7.3% after a first-half gain of 29.4%), in part because of
rising interest rates. Higher rates can hurt stock prices because many investors
use current interest rates to discount the value of a stock's projected earnings
and dividends. And the more they are discounted,  the less investors are willing
to pay for the stock now.

- --------------------------------------------------------------------------------
                                                   AVERAGE ANNUAL RETURNS
                                               PERIODS ENDED AUGUST 31, 1999
- --------------------------------------------------------------------------------
                                              1 YEAR       3 YEARS       5 YEARS
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                                39.8%         28.6%         25.1%
  Russell 2000 Index                           28.4          10.1          12.3
  Wilshire 5000 Index                          38.9          25.1          22.9
  MSCI EAFE Index                              26.0          11.3           8.5
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index                   0.8%          7.0%          7.3%
  Lehman 10 Year Municipal Bond Index           0.7           6.1           6.5
  Salomon Smith Barney 3-Month
     U.S. Treasury Bill Index                   4.7           5.0           5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                          2.3%          2.0%          2.3%
- --------------------------------------------------------------------------------

     Investors  seemed  heartened  by  better-than-expected  corporate  earnings
reports and by forecasts for strong earnings growth into the year 2000.  Profits
for the April-June quarter exceeded  consensus  estimates for more than half the
companies in the Standard & Poor's 500 Index, according to I/B/E/S, which tracks
projections by market analysts.
     For the year,  big stocks  performed  better than small stocks,  and growth
stocks strongly outpaced value stocks on Wall Street.  The S&P 500 Index,  which
is dominated  by  large-capitalization  stocks,  gained 39.8% for the 12 months,
while the  small-cap  Russell 2000 Index  returned  28.4%.  However,  the growth
stocks within both of those  indexes  gained more than 40%: The S&P 500's growth
stocks rose by 44.8%,  while the growth issues in

                                       5
<PAGE>

the Russell  2000 gained  43.3%.  Value  stocks  gained 34.1% within the S&P 500
Index and a relatively meager 14.1% within the Russell 2000.
     Leading the way were  large-cap  technology  stocks,  which as a group more
than  doubled  in value  during  the year.  Big gains  also were  posted by such
cyclical-stock  sectors as "other energy" (oil  exploration and services firms),
up  63%;   producer   durables   (such  as  engine,   machinery,   and  aircraft
manufacturers),  up 44%; and major integrated oil companies, up 40%. The weakest
sector,  with a gain of 9%,  was  consumer  staples,  where a number of food and
beverage company stocks declined due to disappointing earnings.

U.S. BOND MARKETS
Robust  economic  growth,  seen as a strong  positive for the stock market,  was
viewed with  suspicion by bond  investors.  Investors and Federal  Reserve Board
policymakers  alike  worried  that  growth was so strong it was bound to push up
inflation.  Yet most gauges  indicated that higher inflation was still more of a
potential  threat than a real one: The  Consumer  Price Index rose a modest 2.3%
during the 12-month period.
     The Federal Reserve,  which had cut short-term interest rates by a total of
0.75 percentage point during autumn 1998,  decided to tap on the monetary brakes
late  in the  fiscal  year.  The  Fed  acted  to  raise  short-term  rates  by a
quarter-point  on June 30 and again on August  24,  saying  that its moves  were
intended to "diminish the risk of rising inflation."
     Yields of long-term U.S.  Treasury bonds rose by roughly 1 percentage point
during the fiscal year.  The yield of the 30-year  Treasury bond  increased 0.79
percentage  point (79 basis  points),  from 5.27% on August 31, 1998, to 6.06% a
year later.  The yield of the 10-year  Treasury,  a key  benchmark  for mortgage
loans, rose 99 basis points, from 4.98% to 5.97%.  Short-term Treasuries rose on
balance by only 14 basis points, from 4.83% to 4.97%.
     The Lehman  Aggregate  Bond Index,  a benchmark for the entire taxable bond
market,  eked out a 0.8% return, as interest income of 6.1% was mostly offset by
an average price decline of -5.3%.  Returns were somewhat  higher for high-yield
(junk) bonds and mortgage-backed securities such as GNMAs.

INTERNATIONAL STOCK MARKETS

Prices rose on international  markets during the 12 months ended August 31, with
gains  for  U.S.  investors   exceeding  62%  for  the  Morgan  Stanley  Capital
International  Pacific Free and Select Emerging  Markets  Indexes.  Returns from
Europe, as measured by the MSCI Europe Index, were 13.6%. Currency fluctuations,
particularly  the U.S.  dollar's slide against the Japanese yen, boosted returns
from Asia for U.S. investors.  However, the dollar's value rose against European
currencies,  trimming  local-currency returns by about 4.5 percentage points for
U.S. investors.
     Stocks benefited from a markedly  improved economic outlook for most of the
world.  When the fiscal year began,  many analysts expected economic weakness in
Japan,  elsewhere  in Asia,  Russia,  and  Latin  America  to drag down even the
high-flying U.S.  economy.  Instead,  signs of increased  business activity kept
popping  up around the  world,  in part due to efforts of central  banks to spur
economic growth with lower interest rates.

                                       6
<PAGE>

REPORT FROM THE ADVISER

Vanguard U.S.  Growth Fund,  having enjoyed an astounding  first-half  return of
32.6%,  came back to earth with a modest 3.6% gain during the second half of the
fiscal  year ended  August  31,  1999.  Your  fund's  full-year  return of 37.4%
represents a truly  extraordinary  bounty,  although it was behind the increases
recorded by the  large-cap  growth  stock  indexes and the average  growth stock
mutual fund.

- -----------------------------------------------
                Ten Largest Holdings
- -----------------------------------------------
                                  Percentage
Company                         of Net Assets
- -----------------------------------------------
 1.Microsoft Corp.                   6.2%
 2.Cisco Systems, Inc.               6.2
 3.General Electric Co.              5.4
 4.Intel Corp.                       4.9
 5.Lucent Technologies, Inc.         3.9
 6.Procter & Gamble Co.              3.6
 7.Dell Computer Corp.               3.0
 8.Warner-Lambert Co.                2.6
 9.Pfizer, Inc.                      2.4
10.EMC Corp.                         2.1
- -----------------------------------------------
Total                               40.3%
- -----------------------------------------------


     The driver  behind the gains  achieved  by the fund,  and by growth  stocks
overall,  was  technology.  The tech  sector  roughly  doubled in price over the
12-month period.  The U.S. Growth Fund  participated in this surge:  Four of the
five largest  contributors to the fund's  appreciation  were tech  stocks--Cisco
Systems,  Microsoft,  Intel,  and  Dell  Computer.   Unfortunately,  the  fund's
performance  was restrained by a few problem stocks in the tech area,  including
3Com and Compaq.
     Our   inability   to  keep   pace   with  the   growth   sector's   "bullet
train"--technology--was  the major reason we lagged our benchmarks over the past
year. All of us at Lincoln Capital apologize for this shortfall.  We will do our
best to make amends in the fiscal year that has just begun.
     There  were some  notable  changes  in the  fund's  positioning  and sector
weightings   over   the   past   year.   The   weighting   in   technology   and
telecommunications  rose dramatically,  from approximately 20% of assets to 40%.
This partly reflects the  extraordinary  appreciation of the tech group,  but it
also is due to sizable  purchases of Nokia, IBM, and EMC, all of which have been
productive  investments.  Among the fund's ten principal holdings,  six are tech
stocks:  Microsoft,  Cisco Systems, Intel, Lucent, Dell Computer, and EMC. These
companies are providing an exciting,  almost breathtaking,  investment voyage of
discovery.

Our tech  purchases  were funded in part by a reduction  of our  holdings in the
financial-services  sector.  We eliminated  three positions in more  traditional
banks--Chase  Manhattan,  Banc One, and First Union--along with our stake in the
consumer-finance  company  Household  International.  While these  sales  proved
helpful to our results,  given the weak  performance  of the  financial-services
group,  we still were  moderately  overweighted  in the sector  relative  to the
large-cap S&P 500/BARRA  Growth Index.  This hurt our performance in relation to
our benchmarks,  particularly during the fourth fiscal quarter.  Sales of stocks
in the  health-care  and  consumer-staples  sectors also provided  funds for our
additional investments in technology.

- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The adviser believes that superior long-term  investment results can be achieved
by emphasizing  investments in high-quality,  established  growth companies that
sell at reasonable  prices in relation to expected earnings and to valuations in
the broad stock market.
- --------------------------------------------------------------------------------

                                       7
<PAGE>
     We get a feeling of deja vu when noting that the  price/earnings  ratio for
the market is close to an all-time high. At some point, the very high returns on
equities will surely  abate,  but we believe that  market-timing  is a fruitless
effort.  Thus,  the U.S.  Growth Fund remains  fully  invested in  equities.  We
continue to seek superior  long-term  returns primarily through stock selection.
This emphasis is why we have kept a substantial  portion of the fund's assets in
its ten largest  holdings,  which represent just over 40% of assets, up slightly
from 38.5% at this time last year.

David Fowler, Portfolio Manager
Parker Hall, Portfolio Manager
Lincoln Capital Management Company

September 10, 1999

                                       8
<PAGE>

PERFORMANCE SUMMARY
U.S. GROWTH 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: AUGUST 31, 1979-AUGUST 31, 1999
- --------------------------------------------------------
                   U.S. GROWTH FUND              S&P 500
FISCAL   CAPITAL        INCOME        TOTAL        TOTAL
YEAR      RETURN        RETURN       RETURN       RETURN
- --------------------------------------------------------
1980       11.9%          3.7%        15.6%        18.2%
1981        8.5           3.2         11.7          5.4
1982       -4.8           3.5         -1.3          3.2
1983       51.3           4.2         55.5         44.0
1984        0.9           1.9          2.8          6.1
1985       16.4           3.7         20.1         18.3
1986       23.6           3.0         26.6         39.1
1987       15.1           2.7         17.8         34.5
1988      -23.5           1.9        -21.6        -17.8
1989       39.6           1.1         40.7         39.2
- --------------------------------------------------------
                   U.S. GROWTH FUND              S&P 500
FISCAL   CAPITAL        INCOME        TOTAL        TOTAL
YEAR      RETURN        RETURN       RETURN       RETURN
- --------------------------------------------------------
1990        3.7%          1.3%         5.0%        -5.0%
1991       31.9           2.4         34.3         26.9
1992        7.5           1.3          8.8          7.9
1993        0.5           1.2          1.7         15.2
1994        5.5           1.5          7.0          5.5
1995       21.3           1.5         22.8         21.4
1996       23.5           1.8         25.3         18.7
1997       31.1           1.4         32.5         40.6
1998       12.9           1.1         14.0          8.1
1999       36.7           0.7         37.4         39.8
- --------------------------------------------------------
See  Financial  Highlights  table  on page 16 for  dividend  and  capital  gains
information for the past five years.

CUMULATIVE PERFORMANCE: AUGUST 31, 1989-AUGUST 31, 1999

[10 YEAR GRAPH]
- --------------------------------------------------------------------------------
             U.S. GROWTH FUND    AVERAGE GROWTH FUND      S&P 500
- --------------------------------------------------------------------------------
198908          10000                10000                10000
198911          10220                9827                 9927
199002          9936                 9299                 9605
199005          11454                10252                10551
199008          10503                9324                 9502
199011          10351                9102                 9582
199102          12609                10530                11013
199105          13495                11356                11795
199108          14103                11910                12058
199111          13608                11511                11531
199202          15285                12830                12774
199205          15212                12449                12956
199208          15347                12488                13013
199211          16307                13508                13662
199302          15617                13550                14135
199305          15373                13971                14461
199308          15606                14817                14993
199311          15882                14765                15041
199402          16351                15231                15313
199405          16157                14616                15077
199408          16695                15453                15813
199411          16458                14711                15198
199502          17805                15373                16441
199505          19568                16578                18121
199508          20493                18548                19205
199511          23029                19312                20819
199602          24766                20097                22146
199605          25878                21462                23274
199608          25674                20904                22801
199611          29794                23384                26620
199702          30965                23758                27940
199705          33283                25265                30120
199708          34019                27909                32070
199711          36128                28529                34210
199802          40674                30979                37720
199805          42692                31798                39362
199808          38783                27365                34666
199811          47227                32614                42304
199902          51431                35065                45164
199905          51089                36952                47638
199908          53279                38420                48471
<TABLE>
<CAPTION>

                                               AVERAGE ANNUAL TOTAL RETURNS
                                               PERIODS ENDED AUGUST 31, 1999
                                           -------------------------------------   FINAL VALUE OF A
                                           1 YEAR        5 YEARS        10 YEARS  $10,000 INVESTMENT
- ----------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>          <C>            <C>
[KEY FOR GRAPH] U.S. Growth Fund           37.38%         26.12%          18.21%       $53,279
[KEY FOR GRAPH] Average Growth Fund*       40.40          19.98           14.41         38,420
[KEY FOR GRAPH] S&P 500 Index              39.82          25.11           17.10         48,471
- ----------------------------------------------------------------------------------------------------
*Based on data from Lipper Inc.
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED JUNE 30, 1999*
- --------------------------------------------------------------------------------
                                                              10 YEARS
                   INCEPTION                         ---------------------------
                     DATE      1 YEAR     5 YEARS    CAPITAL    INCOME    TOTAL
- --------------------------------------------------------------------------------
U.S. Growth Fund    1/6/1959   20.75%      28.46%    18.58%     1.42%    20.00%
- --------------------------------------------------------------------------------
*SEC rules require that we provide this average total return information through
the latest calendar quarter.
                                       9
<PAGE>

FUND PROFILE
U.S. GROWTH FUND

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

PORTFOLIO CHARACTERISTICS
- -------------------------------------------
                    U.S. GROWTH     S&P 500
- -------------------------------------------
Number of Stocks             75         500
Median Market Cap       $123.9B      $64.1B
Price/Earnings Ratio      40.6x       28.0x
Price/Book Ratio          10.0x        5.0x
Yield                      0.3%        1.3%
Return on Equity          28.4%       22.7%
Earnings Growth Rate      21.2%       15.4%
Foreign Holdings           3.2%        1.6%
Turnover Rate               49%          --
Expense Ratio             0.39%          --
Cash Reserves              1.1%          --

INVESTMENT FOCUS
- -------------------------------------------
[GRID]
STYLE          GROWTH
MARKET CAP     LARGE

VOLATILITY MEASURES
- -------------------------------------------
                    U.S. GROWTH     S&P 500
- -------------------------------------------
R-Squared                  0.92        1.00
Beta                       1.02        1.00

TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- -------------------------------------------
Microsoft Corp.                        6.2%
Cisco Systems, Inc.                    6.2
General Electric Co.                   5.4
Intel Corp.                            4.9
Lucent Technologies, Inc.              3.9
Procter & Gamble Co.                   3.6
Dell Computer Corp.                    3.0
Warner-Lambert Co.                     2.6
Pfizer, Inc.                           2.4
EMC Corp.                              2.1
- -------------------------------------------
Top Ten                               40.3%

SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- --------------------------------------------------------------------------------
                                        AUGUST 31, 1998        AUGUST 31, 1999
                                       -----------------------------------------
                                        U.S. GROWTH      U.S. GROWTH     S&P 500
                                       -----------------------------------------
Auto & Transportation .................     0.0%             0.0%           2.3%
Consumer Discretionary ................    14.0             10.1           11.8
Consumer Staples ......................    17.3             13.3            7.8
Financial Services ....................    11.0              8.4           15.2
Health Care ...........................    21.6             18.0           11.2
Integrated Oils .......................     0.0              0.0            5.4
Other Energy ..........................     0.0              0.0            1.7
Materials & Processing ................     5.8              1.0            3.3
Producer Durables .....................     2.3              3.5            3.5
Technology ............................    20.5             31.2           21.4
Utilities .............................     0.0              4.2           10.5
Other .................................     7.5             10.3            5.9
- --------------------------------------------------------------------------------

                                       10
<PAGE>

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

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

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

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

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

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

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

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

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

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

R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the overall market (or its benchmark  index). If a fund's total
return  were  precisely  synchronized  with the  overall  market's  return,  its
R-squared  would  be 1.00.  If a  fund's  returns  bore no  relationship  to the
market's returns, its R-squared would be 0. Return on Equity. The annual average
rate of return generated by a company during the past five years for each dollar
of  shareholder's  equity (net income divided by  shareholder's  equity).  For a
fund, the weighted  average  return on equity for the companies  whose stocks it
holds.

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

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

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

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

                                       11
<PAGE>
FINANCIAL STATEMENTS
AUGUST 31, 1999

STATEMENT OF NET ASSETS
This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped  and  subtotaled  by asset  type  (common  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price, or Net Asset Value (NAV) Per Share.
     At the end of the Statement of Net Assets, you will find a table displaying
the  composition of the fund's net assets on both a dollar and per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of the statement date. Any Accumulated Net Realized  Losses,  and any cumulative
excess of  distributions  over net income or net realized gains,  will appear as
negative  balances.  Unrealized  Appreciation  (Depreciation)  is the difference
between the market value of the fund's  investments and their cost, and reflects
the gains  (losses)  that would be  realized if the fund were to sell all of its
investments at their statement-date values.
- -----------------------------------------------------
                                               MARKET
                                               VALUE*
U.S. GROWTH FUND                 SHARES         (000)
- -----------------------------------------------------
COMMON STOCKS (98.4%)
- -----------------------------------------------------
CONSUMER DISCRETIONARY (10.0%)
  Wal-Mart Stores, Inc.       6,700,000   $   296,894
  Home Depot, Inc.            3,800,000       232,275
  Time Warner, Inc.           2,800,000       166,075
  Gillette Co.                2,700,000       125,887
o America Online, Inc.        1,300,000       118,706
  TJX Cos., Inc.              3,311,600        95,622
  McDonald's Corp.            1,900,000        78,612
  The Walt Disney Co.         2,800,000        77,700
o Costco Wholesale Corp.        959,800        71,745
  The Gap, Inc.               1,533,300        59,990
o Bed Bath & Beyond, Inc.     2,155,100        59,265
o Clear Channel
   Communications, Inc.         800,000        56,050
  May Department Stores Co.   1,300,000        50,781
o Mirage Resorts, Inc.        3,700,000        48,331
o Abercrombie & Fitch Co.       959,700        33,469
  Avon Products, Inc.           550,100        24,136
                                           ----------
                                            1,595,538
                                           ----------
CONSUMER STAPLES (13.1%)
  Procter & Gamble Co.        5,800,000       575,650
  The Coca-Cola Co.           5,300,000       317,006
  CVS Corp.                   6,900,000       287,644
  PepsiCo, Inc.               7,500,000       255,937
  Colgate-Palmolive Co.       4,000,000       214,000
o The Kroger Co.              4,000,000        92,500
  Philip Morris Cos., Inc.    2,300,000        86,106
  Unilever NV ADR               999,999        68,875
  General Mills, Inc.           800,000        67,000
  The Quaker Oats Co.           700,000        46,769
- -----------------------------------------------------
                                               MARKET
                                               VALUE*
                                 SHARES         (000)
- -----------------------------------------------------
  Walgreen Co.                1,800,000   $    41,737
  Coca-Cola Enterprises, Inc. 1,300,000        36,969
                                           ----------
                                            2,090,193
                                           ----------
FINANCIAL SERVICES (8.3%)
  American International
   Group, Inc.                2,125,000       196,961
  MBNA Corp.                  7,700,000       190,094
  Paychex, Inc.               5,714,200       168,212
  Automatic Data
   Processing, Inc.           3,981,200       156,511
  Capital One Financial Corp. 3,500,000       132,125
  Associates First Capital
   Corp.                      3,796,400       130,264
  Wells Fargo Co.             2,600,000       103,513
  Charles Schwab Corp.        2,200,000        86,900
o Concord EFS, Inc.           1,796,000        66,676
  State Street Corp.          1,100,000        65,862
  First Data Corp.              672,200        29,577
                                           ----------
                                            1,326,695
                                           ----------
HEALTH CARE (17.7%)
  Warner-Lambert Co.          6,300,000       417,375
  Pfizer, Inc.               10,200,000       385,050
  Bristol-Myers Squibb Co.    4,700,000       330,763
  Johnson & Johnson           3,000,000       306,750
  Schering-Plough Corp.       4,500,000       236,531
  American Home
   Products Corp.             4,864,000       201,856
  Merck & Co., Inc.           3,000,000       201,563
  Pharmacia & Upjohn, Inc.    3,600,000       188,100
o Amgen, Inc.                 2,142,200       178,204
o ALZA Corp.                  3,500,000       176,313

                                       12
<PAGE>
- -----------------------------------------------------
                                               MARKET
                                               VALUE*
                                 SHARES         (000)
- -----------------------------------------------------
  AstraZeneca Group PLC ADR   2,992,100   $   117,814
o Quintiles Transnational
    Corp.                     2,800,000       100,275
                                           ----------
                                            2,840,594
                                           ----------
MATERIALS & PROCESSING (1.0%)
o Sealed Air Corp.            1,800,000       105,750
o W.R. Grace & Co.            2,600,000        49,725
                                           ----------
                                              155,475
                                           ----------
PRODUCER DURABLES (3.4%)
  Nokia Corp. ADR             3,900,000       325,163
o Applied Materials, Inc.     2,000,000       142,125
  Xerox Corp.                 1,700,000        81,175
                                           ----------
                                              548,463
                                           ----------
TECHNOLOGY (30.7%)
  COMMUNICATIONS TECHNOLOGY (5.1%)
  Lucent Technologies, Inc.   9,800,000       627,813
o Tellabs, Inc.               2,000,000       119,125
o Inktomi Corp.                 600,000        68,025

  COMPUTER SERVICES SOFTWARE & SYSTEMS (7.1%)
o Microsoft Corp.            10,700,000       990,419
o BMC Software, Inc.          2,600,000       139,913

  COMPUTER TECHNOLOGY (12.9%)
o Cisco Systems, Inc.        14,600,000       990,063
o Dell Computer Corp.         9,700,000       473,481
o EMC Corp.                   5,700,000       342,000
  International Business
   Machines Corp.             2,100,000       261,581

ELECTRONICS--SEMICONDUCTORS/COMPONENTS (5.6%)
  Intel Corp.                 9,600,000       789,000
  Texas Instruments, Inc.     1,287,600       105,664
                                           ----------
                                            4,907,084
                                           ----------
UTILITIES (4.1%)
o MCI WorldCom, Inc.          4,100,000       310,575
  SBC Communications Inc.     6,000,000       288,000
  Comcast Corp. Class A
    Special                   1,900,000        61,988
                                           ----------
                                              660,563
                                           ----------
OTHER (10.1%)
  General Electric Co.        7,700,000       864,806
  Monsanto Co.                7,700,000       316,181
  Tyco International Ltd.     2,900,000       293,806
  Illinois Tool Works, Inc.   1,900,000       148,081
                                           ----------
                                            1,622,874
                                           ----------
- -----------------------------------------------------
TOTAL COMMON STOCKS
  (Cost $10,466,689)                       15,747,479
- -----------------------------------------------------
CONVERTIBLE PREFERRED STOCK (0.5%)
- -----------------------------------------------------
  Sealed Air Corp. $2.00 Cvt. Pfd.
   (Cost $53,909)             1,400,000        79,800
- -----------------------------------------------------
                                   FACE        MARKET
                                 AMOUNT         VALUE
                                  (000)         (000)
- -----------------------------------------------------
TEMPORARY CASH INVESTMENT (1.2%)
- -----------------------------------------------------
REPURCHASE AGREEMENT
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  5.43%, 9/1/1999
  (Cost $195,995)              $195,995   $   195,995
- -----------------------------------------------------
TOTAL INVESTMENTS (100.1%)
  (Cost $10,716,593)                       16,023,274
- -----------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.1%)
- -----------------------------------------------------
Other Assets--Note C                           77,774
Liabilities                                  (93,881)
- -----------------------------------------------------
                                             (16,107)
- -----------------------------------------------------
NET ASSETS (100%)
- -----------------------------------------------------
Applicable to 411,251,134 outstanding
  $.001 par value shares of beneficial
  interest (unlimited authorization)      $16,007,167
=====================================================

NET ASSET VALUE PER SHARE                      $38.92
=====================================================
*See Note A in Notes to Financial Statements.
oNon-Income-Producing Security.
ADR--American Depositary Receipt.

- -----------------------------------------------------
 AT AUGUST 31, 1999, NET ASSETS CONSISTED OF:
- -----------------------------------------------------
                                 AMOUNT           PER
                                  (000)         SHARE
- -----------------------------------------------------
 Paid in Capital             $9,843,688        $23.94
 Undistributed Net
  Investment Income              54,313           .13
 Accumulated Net
  Realized Gains                802,485          1.95
 Unrealized Appreciation--
  Note F                      5,306,681         12.90
=====================================================
 NET ASSETS                 $16,007,167        $38.92
=====================================================

                                       13
<PAGE>

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

- --------------------------------------------------------------------------------
                                                                U.S. GROWTH FUND
                                                      YEAR ENDED AUGUST 31, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends                                                        $   115,797
   Interest                                                              18,322
   Security Lending                                                         555
                                                                   -------------
      Total Income                                                      134,674
                                                                   -------------
EXPENSES
   Investment Advisory Fees--Note B                                      16,307
   The Vanguard Group--Note C
      Management and Administrative                                      34,493
      Marketing and Distribution                                          2,387
   Custodian Fees                                                            20
   Auditing Fees                                                             15
   Shareholders' Reports                                                    456
   Trustees' Fees and Expenses                                               21
                                                                   -------------
      Total Expenses                                                     53,699
      Expenses Paid Indirectly--Note D                                   (1,754)
                                                                   -------------
      Net Expenses                                                       51,945
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    82,729
- --------------------------------------------------------------------------------
REALIZED NET GAIN ON INVESTMENT SECURITIES SOLD                         802,298
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   OF INVESTMENT SECURITIES                                           2,867,213
================================================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $3,752,240
================================================================================

                                       14
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
This Statement shows how the fund's total net assets changed during the two most
recent reporting periods. The Operations section summarizes information detailed
in  the  Statement  of  Operations.   The  amounts  shown  as  Distributions  to
shareholders  from the fund's net  income  and  capital  gains may not match the
amounts shown in the Operations section, because distributions are determined on
a tax  basis  and may be made in a period  different  from the one in which  the
income was earned or the gains were  realized on the financial  statements.  The
Capital Share Transactions section shows the amount shareholders invested in the
fund,  either by purchasing shares or by reinvesting  distributions,  as well as
the amounts redeemed.  The  corresponding  numbers of Shares Issued and Redeemed
are shown at the end of the Statement.
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------
                                                                        U.S. GROWTH FUND
                                                                      YEAR ENDED AUGUST 31,
                                                                   -------------------------
                                                                        1999            1998
                                                                       (000)           (000)
- --------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   <S>                                                             <C>             <C>
   Net Investment Income                                            $ 82,729        $ 62,038
   Realized Net Gain                                                 802,298         854,804
   Change in Unrealized Appreciation (Depreciation)                2,867,213         (6,955)
                                                                 ---------------------------
      Net Increase in Net Assets Resulting from Operations         3,752,240         909,887
                                                                 ---------------------------
DISTRIBUTIONS
   Net Investment Income                                            (63,675)        (72,786)
   Realized Capital Gain                                           (774,154)       (239,928)
                                                                 ---------------------------
      Total Distributions                                          (837,829)       (312,714)
                                                                 ---------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                          5,653,573       2,986,205
   Issued in Lieu of Cash Distributions                              811,835         303,001
   Redeemed                                                      (2,959,346)     (1,744,938)
                                                                 ---------------------------
      Net Increase from Capital Share Transactions                 3,506,062       1,544,268
- --------------------------------------------------------------------------------------------
   Total Increase                                                  6,420,473       2,141,441
- --------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Year                                               9,586,694       7,445,253
                                                                 ---------------------------
   End of Year                                                   $16,007,167      $9,586,694
============================================================================================

1Shares Issued (Redeemed)
   Issued                                                            151,298          92,058
   Issued in Lieu of Cash Distributions                               23,255          10,884
   Redeemed                                                         (79,056)        (55,595)
                                                                 ---------------------------
      Net Increase in Shares Outstanding                              95,497          47,347
============================================================================================
</TABLE>

                                       15
<PAGE>

FINANCIAL HIGHLIGHTS
This table  summarizes  the  fund's  investment  results  and  distributions  to
shareholders on a per-share  basis. It also presents the fund's Total Return and
shows net  investment  income and expenses as percentages of average net assets.
These data will help you assess:  the  variability  of the fund's net income and
total returns from year to year;  the relative  contributions  of net income and
capital gains to the fund's total return; how much it costs to operate the fund;
and the extent to which the fund tends to distribute  capital  gains.  The table
also  shows the  Portfolio  Turnover  Rate,  a measure of  trading  activity.  A
turnover  rate of 100% means that the  average  security is held in the fund for
one year.
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------
                                                                        U.S. GROWTH FUND
                                                                      YEAR ENDED AUGUST 31,
- -------------------------------------------------------------------------------------------------------
<S>                                                    <C>       <C>        <C>       <C>         <C>
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR            1999      1998       1997      1996        1995
- -------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                    $30.36    $27.74     $22.62    $18.83      $15.52
- -------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                                 .21       .21        .27       .26         .25
   Net Realized and Unrealized Gain (Loss)
     on Investments                                    10.85      3.57       6.73      4.39        3.24
- -------------------------------------------------------------------------------------------------------
      Total from Investment Operations                 11.06      3.78       7.00      4.65        3.49
DISTRIBUTIONS
   Dividends from Net Investment Income                (.19)     (.27)      (.26)     (.29)       (.18)
   Distributions from Realized Capital Gains          (2.31)     (.89)     (1.62)     (.57)          --
- -------------------------------------------------------------------------------------------------------
      Total Distributions                             (2.50)    (1.16)     (1.88)     (.86)       (.18)
=======================================================================================================
NET ASSET VALUE, END OF YEAR                          $38.92    $30.36     $27.74    $22.62      $18.83
=======================================================================================================

TOTAL RETURN                                          37.38%    14.01%     32.50%    25.28%      22.75%
=======================================================================================================

RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Year (Millions)                $16,007    $9,587     $7,445    $4,544      $2,989
   Ratio of Total Expenses to Average Net Assets       0.39%     0.41%      0.42%     0.43%       0.47%
   Ratio of Net Investment Income to Average
     Net Assets                                        0.59%     0.69%      1.13%     1.32%       1.59%
   Portfolio Turnover Rate                               49%       48%        35%       44%         32%
=======================================================================================================
</TABLE>

                                       16
<PAGE>

NOTES TO FINANCIAL STATEMENTS
Vanguard U.S. Growth Fund is registered under the Investment Company Act of 1940
as a diversified open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles  for mutual  funds.  The fund  consistently  follows such
policies in preparing its financial statements.
     1. SECURITY  VALUATION:  Equity  securities are valued at the latest quoted
sales  prices  as of the  close  of  trading  on the  New  York  Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades. Temporary cash investments are valued at cost, which approximates market
value.  Securities  for which market  quotations  are not readily  available are
valued by methods deemed by the Board of Trustees to represent fair value.
     2.  FEDERAL  INCOME  TAXES:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.
     3.  REPURCHASE  AGREEMENTS:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a Pooled Cash Account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.
     4.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes.
     5. OTHER:  Dividend  income is recorded on the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Lincoln Capital Management Company provides  investment  advisory services to
the fund for a fee  calculated  at an  annual  percentage  rate of  average  net
assets.  For the year ended August 31, 1999,  the  advisory fee  represented  an
effective annual rate of 0.12% of the fund's average net assets.

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 August 31, 1999, the fund had contributed capital of $3,401,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 3.4% of Vanguard's capitalization. The fund's Trustees and officers are also
directors and officers of Vanguard.

D. Vanguard has asked the fund's  investment  adviser to direct certain security
trades,  subject to obtaining the best price and execution,  to brokers who have
agreed to rebate to the fund part of the commissions generated. Such rebates are
used solely to reduce the fund's  management and  administrative  expenses.  The
fund's custodian bank has also agreed to reduce its fees when the fund maintains
cash on deposit in the non-interest-bearing  custody account. For the year ended
August 31,  1999,  directed  brokerage  and  custodian  fee offset  arrangements
reduced  expenses by  $1,741,000  and $13,000,  respectively.  The total expense
reduction  represented  an effective  annual rate of 0.01% of the fund's average
net assets.

                                       17
<PAGE>
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

E. During the year ended August 31, 1999, the fund purchased  $9,325,251,000  of
investment  securities and sold  $6,665,127,000  of investment  securities other
than temporary cash investments.

F. At August 31, 1999, net unrealized  appreciation of investment securities for
financial   reporting  and  federal  income  tax  purposes  was  $5,306,681,000,
consisting of unrealized gains of $5,664,717,000 on securities that had risen in
value since their purchase and  $358,036,000 in unrealized  losses on securities
that had fallen in value since their purchase.

                                       18
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Vanguard U.S. Growth 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  U.S.  Growth Fund (the "Fund") at August 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 generally  accepted
accounting  principles.  These  financial  statements  and financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements in accordance with generally  accepted auditing  standards
which require that we plan and perform the audit to obtain reasonable  assurance
about whether the financial  statements  are free of material  misstatement.  An
audit includes examining,  on a test basis,  evidence supporting the amounts and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.  We believe that our audits,  which included
confirmation  of  securities  at  August  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

September 30, 1999
- --------------------------------------------------------------------------------
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD U.S. GROWTH FUND
This information for the fiscal year ended August 31, 1999, is included pursuant
to provisions of the Internal Revenue Code.
     The fund  distributed  $614,967,000  as capital  gain  dividends  (from net
long-term  capital  gains) to  shareholders  in December  1998,  all of which is
designated as a 20% rate gain distribution.
     For corporate shareholders, 100% of investment income (dividend income plus
short-term  gains,  if  any)  qualifies  for the  dividends-received  deduction.
- --------------------------------------------------------------------------------

                                       19
<PAGE>
- --------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS ABOUT Y2K
As is well known by now,  the  approaching  calendar  change to 2000 has posed a
challenge to many computer  systems  worldwide.  Computers that are not modified
could   interpret   "00"  as  1900  rather  than  2000  and  produce  errors  in
date-dependent  calculations,  including  bond  interest  payments,  stock trade
settlements, retirement benefits, and other financial transactions.

OUR APPROACH
Vanguard  has taken this  challenge  seriously.  We have had a Year 2000 Project
under way since 1996 to fulfill our  responsibility  to  safeguard  our business
relationships and the security of our investors' accounts.
     Our internal systems are Year 2000-compliant.  They have been renovated and
thoroughly tested and are ready for the date change. As for the external systems
that  connect  with ours,  we have been  working for many  months with  clients,
business  partners,  and  providers  of products  and  services to assess  their
compliance. We have analyzed the external services we require and have developed
contingency   plans--including   provision  for   alternative   providers  where
appropriate.
     On New Year's  Day,  our  telephone  centers  will be staffed and ready for
shareholder  calls.  However,  we expect  the volume of  inquiries  over the New
Year's weekend to be high, and we encourage shareholders to check their accounts
via our website or automated telephone systems, which offer much greater service
capacity and efficiency. This will also help our live representatives to provide
a  higher  level  of  service  to  those  with  specific  transaction  or  other
service-related needs.

WHAT YOU CAN DO
We assure you we will protect our shareholders' records, so account records will
not  be  lost.  Nevertheless,  keeping  copies  of  current  records  is  always
advisable.  You  should  keep at  least  your  third-quarter  statement  and any
confirmations you receive from us between October 1, 1999, and year-end.
     If you are a registered user of Access Vanguard(TM) (www.vanguard.com), you
can retrieve this  information  through the secure "Your  Accounts"  section and
print copies for your files.  If you are not registered for Access  Vanguard and
wish to have this  flexibility,  you should register as soon as possible so that
you can receive your password and become  familiar with this service  before the
New Year's weekend.  Likewise,  you may need personal  identification numbers to
use our automated  telephone services:  Vanguard  Tele-Account(R) for individual
investors  (1-800-662-6273)  and  The  VOICE(TM)  Network  for  participants  in
employer-sponsored retirement plans (1-800-523-1188).
     Our Year 2000 Project's primary goal from the start has been to prepare our
systems  for  business  as usual on  behalf  of our  shareholders  into 2000 and
beyond.  We remain  confident  we will meet that  goal,  and we look  forward to
serving you in the years to come.
- --------------------------------------------------------------------------------

                                       20
<PAGE>
- --------------------------------------------------------------------------------
THE PEOPLE WHO GOVERN YOUR FUND
The  Trustees of your mutual fund are there to see that the fund is operated and
managed in your best interests  since,  as a shareholder,  you are part owner of
the fund.  Your  fund  Trustees  also  serve on the  Board of  Directors  of The
Vanguard  Group,  which is owned by the  funds  and  exists  solely  to  provide
services to them on an at-cost basis.
     Seven of Vanguard's nine board members are  independent,  meaning that they
have no  affiliation  with  Vanguard or the funds they  oversee,  apart from the
sizable personal investments they have made as private  individuals.  They bring
distinguished  backgrounds  in business,  academia,  and public service to their
task of working with Vanguard officers to establish the policies and oversee the
activities of the funds.
     Among board members' responsibilities are selecting investment advisers for
the  funds;  monitoring  fund  operations,  performance,  and  costs;  reviewing
contracts;  nominating  and  selecting  new  Trustees/Directors;   and  electing
Vanguard officers.
     The list below provides a brief description of each Trustee's  professional
affiliations.  Noted in  parentheses is the year in which the Trustee joined the
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, and Chief Executive Officer
of NACCO Industries, Inc.; Director of NACCO Industries, The BFGoodrich Co., and
The Standard Products 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) Chairman and Chief Executive  Officer 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.


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

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

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

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

                                        WORLD WIDE WEB
                                        www.vanguard.com

                                        FUND INFORMATION
                                        1-800-662-7447

                                        INDIVIDUAL ACCOUNT SERVICES
                                        1-800-662-2739

                                        INSTITUTIONAL INVESTOR SERVICES
                                        1-800-523-1036

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

                                        Q230-10/13/1999

                                        (C) 1999 The Vanguard Group, Inc.
                                        All rights reserved.
                                        Vanguard Marketing
                                        Corporation, Distributor.


<PAGE>
VANGUARD
INTERNATIONAL
GROWTH FUND


Annual Report
August 31, 1999
[PHOTO OF SHIP]
[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 deserve the credit for their vital role in forging our success over
the years. It is a dedicated crew of fine human beings,  working  together in an
organization  that is well prepared to press on regardless long after I am gone.
Creating and leading this  enterprise has been an exhilarating  run.  Through it
all,  I've taken the kudos and the blows  alike,  enjoying  every  moment to the
fullest,  and even getting a second chance at life with a heart transplant three
years ago. What more could a man ask?
   While I shall no longer be serving on the  Vanguard  Board,  I want to assure
you that I will remain  vigorous and active in a newly  created  Vanguard  unit,
researching the financial markets, writing, and speaking. I'll continue to focus
whatever  intellectual  power and  ethical  strength  I possess on my mission to
assure that mutual fund investors everywhere receive a fair shake. In the spirit
of Robert Frost:

   BUT I HAVE PROMISES TO KEEP, AND MILES TO GO BEFORE I SLEEP,  AND MILES TO GO
BEFORE I SLEEP.

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

/S/
JCB
- --------------------------------------------------------------------------------
CONTENTS

REPORT FROM THE CHAIRMAN .............1  PERFORMANCE SUMMARY ..................9

AFTER-TAX RETURN REPORT ..............4  FUND PROFILE ........................10

THE MARKETS IN PERSPECTIVE ...........5  FINANCIAL STATEMENTS ................13

REPORT FROM THE ADVISER ..............7  REPORT OF INDEPENDENT ACCOUNTANTS ...21

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

<PAGE>
REPORT FROM THE CHAIRMAN
[PHOTO OF JOHN J. BRENNAN]
JOHN J. BRENNAN

Vanguard  International  Growth Fund provided a total return of 21.7% during the
fiscal year ended  August 31, 1999,  as global  markets  recovered  from a steep
downturn in summer 1998.
     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.  Your fund's return was  disappointing on a
relative  basis,  as it trailed  those of its average peer and the EAFE Index by
more than 4 percentage points.

- -----------------------------------------------------
                                      TOTAL RETURNS
                                    FISCAL YEAR ENDED
                                     AUGUST 31, 1999
- -----------------------------------------------------
Vanguard International Growth Fund        21.7%
- -----------------------------------------------------
Average International Fund*               26.2%
- -----------------------------------------------------
MSCI EAFE Index                           26.0%
- -----------------------------------------------------
*Based on data from Lipper Inc.

     The fund's  return is based on an  increase  in net asset value from $16.57
per share on August 31, 1998,  to $19.75 per share on August 31, 1999,  with the
latter  figure  adjusted  for a  dividend  of  $0.22  per  share  paid  from net
investment  income and a distribution  of $0.16 per share paid from net realized
capital gains.

FINANCIAL MARKETS IN REVIEW
During the 12 months ended August 31, major stock  markets  worldwide  rebounded
from the deep declines  suffered in the global slump of summer 1998.  Gains were
solid in Europe and absolutely smashing in Pacific Rim markets.  The EAFE Index,
which  tracks 20  developed  markets  in Europe and the  Pacific,  rose 26.0% in
U.S.-dollar  terms.  While the  international  markets were  generous,  the U.S.
market provided an even-greater  bounty. The Wilshire 5000 Total Market Index, a
proxy for the overall U.S. market, gained 38.9%.

- --------------------------------------------------------------------------------
                                                   TOTAL RETURNS
                                           12 MONTHS ENDED AUGUST 31, 1999
- --------------------------------------------------------------------------------
                                      BASED ON
                                       LOCAL       CURRENCY        BASED ON
STOCK MARKET INDEX                    CURRENCY      EFFECT        U.S. DOLLARS
- --------------------------------------------------------------------------------
MSCI EAFE                              22.6%         +3.4%        26.0%
- --------------------------------------------------------------------------------
European*                              18.9%         -5.3%        13.6%
Pacific*                               32.0         +30.3         62.3
Select Emerging Markets*              113.2         -51.0         62.2
- --------------------------------------------------------------------------------
U.S. (Wilshire 5000 Index)             38.9%          --          38.9%
- --------------------------------------------------------------------------------
*Morgan Stanley Capital International indexes.

     Most of Europe's stock markets  flourished during the past year. The United
Kingdom, the Netherlands, Spain, Sweden, Ireland, and France saw gains of 18% to
33% in local-currency  terms.  However, for U.S. investors,  between one-quarter
and  one-third  of these gains were offset  because the U.S.  dollar rose versus
European currencies.
     When the U.S. dollar is strong--that is, when it increases in value against
another currency--each unit of that currency can be exchanged for fewer dollars,
diminishing the returns for U.S.  investors.  Of course,  a weaker dollar boosts
returns  from foreign  securities,  as occurred in Japan and most of the rest of
Asia during the past year. Japan, the world's  second-largest stock market, rose
27% in yen terms.  However,  U.S. investors in Japan reaped an astounding return
of 63%, as the yen surged against the U.S. dollar. (A dollar


                                       1
<PAGE>

was worth  about 140 yen as the fiscal  year  began,  but just 110 yen by August
31.)  Elsewhere in the Pacific,  Hong Kong and Singapore  posted simply  awesome
returns, gaining 96% and 144% in local-currency terms, respectively; returns for
U.S. investors in those markets were similar,  since their currencies are pegged
to the U.S.  dollar.  On balance,  investors in Asia seemed  confident  that the
economic crises of 1997 and 1998 were safely in the past.
     After  plummeting in 1997 and  throughout  the summer of 1998,  most of the
world's emerging markets roared back during our fiscal year.  Indonesian  stocks
gained  158% in U.S.  dollars.  The  markets in  Thailand  and Greece  more than
doubled.  South Korea rocketed 245% higher in won, the local currency,  and 294%
in dollars.
     As  the  past  year's   returns   demonstrate,   the  risk  of  share-price
fluctuations  due to changing  currency  values is an  integral  part of holding
international  stocks,  which also are  subject to the same sort of market  risk
that accompanies investments in U.S. stocks.

FISCAL 1999 PERFORMANCE OVERVIEW
During the 12 months ended August 31, Vanguard  International Growth Fund turned
in its highest return for any fiscal year of the 1990s. This 21.7% gain was born
of the near-universal rebound in stock markets around the world. Although such a
high absolute return was welcome,  it nevertheless  lagged both our average peer
and the EAFE Index.
     Our  shortfall  against  both  benchmarks  was due largely to a  resurgence
internationally   of  value   stocks--those   characterized  by  relatively  low
price-to-book  ratios and high  dividend  yields.  Such  value-stock  sectors as
energy,  chemicals,  paper,  and machinery were helped by a perception that they
would benefit  disproportionately  from a rise in global economic activity. Your
fund holds some value  stocks,  but its emphasis is on stocks of companies  with
strong potential for long-term growth.
     Part of our  performance  gap also can be  traced to an  underweighting  in
Japanese  stocks.  At the end of the fiscal year,  Japanese stocks accounted for
roughly 15% of the fund's net assets,  significantly below Japan's 25% weighting
in the EAFE Index.  As discussed in the  adviser's  report  beginning on page 7,
Schroder  Investment  Management  North  America  Inc.  is  concerned  about the
durability of Japan's economic recovery.

LONG-TERM PERFORMANCE OVERVIEW
Experienced  investors  know  that a single  year's  results--good  or  bad--are
insufficient  to judge a mutual fund's  merits.  Vanguard  International  Growth
Fund's aim is to provide superior  long-term  performance,  and I'm proud to say
that  it  has  generally  achieved  this  goal.  Richard  Foulkes,  of  Schroder
Investment  Management,  has served as the fund's  portfolio  manager  since its
inception in 1981, a record of longevity that is truly rare among  international
mutual fund managers.
     The  table  on page 3  displays  the past  decade's  record.  It shows  how
hypothetical  $10,000  investments  in Vanguard  International  Growth Fund, its
average  peer,  and the EAFE Index  would  have  grown over the ten years  ended
August 31, 1999. The table also lists the average annual returns for each during
the decade,  which was a tough one for  international  investors  because of the
poor performance of stocks in Japan, the largest stock market outside the United
States. Our average return of 9.0% was 0.3 percentage point ahead of the average
international fund and 2.5 points per year better than the gain of the unmanaged
EAFE Index.  Our margin  over the index  reflects in part the steady hand of our
adviser.  It also reflects the heavier  weighting of Japan in the index.  During
the ten years ended August 31,  Japanese stocks declined on average by -1.9% (in
U.S. dollars) per year.
     Our modest margin of superiority  over other  international  funds--many of
which  benefited  by having  even  smaller  stakes in Japan  than  ours--can  be
attributed to our cost

                                       2
<PAGE>
advantage.  International  Growth Fund's  expense  ratio  (annual  expenses as a
percentage  of average net assets) was 0.58% in fiscal  1999,  while the average
international stock fund charged 1.66%. A cost difference of 1 percentage point,
year after year, is a potent advantage.
- --------------------------------------------------------------------------------
                                                           TOTAL RETURNS
                                                  10 YEARS ENDED AUGUST 31, 1999
                                                 -------------------------------
                                                  AVERAGE       FINAL VALUE OF
                                                  ANNUAL           A $10,000
                                                   RATE       INITIAL INVESTMENT
- --------------------------------------------------------------------------------
Vanguard International Growth Fund                 9.0%            $23,638
- --------------------------------------------------------------------------------
Average International Fund                         8.7%            $22,932
- --------------------------------------------------------------------------------
MSCI EAFE Index                                    6.5%            $18,771
- --------------------------------------------------------------------------------
     Our fund's  9.0%  average  annual  return for the decade is not far off the
truly long-term record of U.S. common stocks (about 11% over a span of decades).
However, the result can appear disappointing in light of the remarkable advances
by U.S. stocks during the past decade,  when the all-market  Wilshire 5000 Index
gained   16.0%  a  year.   However,   it  is  important  to  realize  that  past
financial-market  performance  is  hardly a  perfect  guide to the  future.  For
example,  international  stocks were more profitable than U.S. stocks during the
ten years ended August 31, 1989. For that decade,  the EAFE Index had an average
total  return of 21.8% per year,  well  above the 16.8%  average  return for the
Wilshire 5000 Index.

IN SUMMARY
The  rebound  in global  stock  markets  during  the past year  underscores  the
unpredictable  nature of  financial  markets.  When  currency  crises sent stock
prices reeling during the summer of 1998, many market  analysts  predicted worse
was yet to come. One year later, it is clear that such  predictions were off the
mark.
     In  investing,  the  greatest  risk is faced by  those  who fail to  invest
because they are focused on short-term market  movements,  trying to discern the
"right time" to get in or out of a market. At Vanguard, we believe that a better
approach is to  acknowledge  the  ever-present  risks of investing and to temper
those risks by holding a diversified  mix of assets.  Such  investment  programs
include  domestic and  international  stock funds,  bond funds,  and  short-term
reserves in  proportions  that suit your unique blend of investment  objectives,
time horizon,  risk tolerance,  and financial  resources.  Once you have such an
investment plan, our advice is to stick to it.

/S/
John J. Brennan
Chairman and Chief Executive Officer                          September 17, 1999
================================================================================
A NOTE OF THANKS TO OUR FOUNDER
================================================================================
As you may have read on the inside  cover of our report,  our  founder,  John C.
Bogle,  is  retiring as Senior  Chairman  of our Board after  nearly 25 years of
devoted service to Vanguard and our shareholders.  Vanguard  investors have Jack
to thank for creating a truly mutual mutual fund company that operates solely in
the interest of its fund shareholders. And mutual fund investors everywhere have
benefited  from his energetic  efforts to improve this industry.  Finally,  on a
personal  note, I am forever  grateful to Jack for giving me the  opportunity to
join this great company in 1982.

                                        3
<PAGE>
A REPORT ON YOUR FUND'S AFTER-TAX RETURNS
Beginning  with this annual  report,  Vanguard is pleased to provide a review of
the International Growth 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  Growth  Fund in a  tax-deferred  account  such  as an  individual
retirement  account or a 401(k),  this  information  does not apply to you. Such
accounts are not subject to current taxes.
     The table below presents the pretax and after-tax returns for your fund and
an appropriate peer group of mutual funds. Two things to keep in mind:
     o The after-tax return calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden,  therefore,  would be
somewhat  less, and the after-tax  return  somewhat more, for those in lower tax
brackets.
     o The peer funds' returns are provided by Morningstar,  Inc.  (Elsewhere in
this report, returns for comparable mutual funds are provided by Lipper Inc. and
may differ somewhat.)

- --------------------------------------------------------------------------------
                               AVERAGE ANNUAL RETURNS: PRETAX AND AFTER-TAX
                                     PERIODS ENDED AUGUST 31, 1999
                           -----------------------------------------------------
                                1 YEAR            5 YEARS          10 YEARS
                           -----------------  ----------------  ----------------
                            PRETAX AFTER-TAX  PRETAX AFTER-TAX  PRETAX AFTER-TAX
- --------------------------------------------------------------------------------
International Growth Fund    21.7%   20.9%      9.8%   8.8%       9.0%   7.9%
Average Foreign Stock Fund*  26.3    25.0       8.6    7.1        8.8    7.4
- --------------------------------------------------------------------------------
*Based on data from Morningstar, Inc.

     As you can see,  the  International  Growth  Fund's  pretax total return of
21.7% for the 12 months ended August 31, 1999, was reduced by taxes to 20.9%. In
other words, for investors in the highest tax bracket,  the fund's pretax return
was cut by 0.8 percentage  point. In comparison,  the average foreign stock fund
earned a pretax return of 26.3% and an after-tax  return of 25.0%,  a difference
of 1.3 percentage points.
     Over long periods, the International Growth Fund's results, both before and
after taxes,  compare  favorably  with those of its average  peer.  Over the ten
years  ended  August  31,  1999,  your fund lost less to taxes  (1.1  percentage
points)  than  its  peer-group   average  (1.4  percentage  points)  while  also
generating a higher pretax return.
     We  must  stress  that  because  many   interrelated   factors  affect  how
tax-friendly  a fund may be, it's very  difficult to predict tax  efficiency.  A
fund's tax  efficiency  can be  influenced  by its turnover  rate,  the types of
securities it holds, the accounting  practices it uses when selling shares,  and
the net cash flow it receives.
     Finally, it's important to understand that our calculation does not reflect
the tax effect of your own investment  activities.  Specifically,  you may incur
additional capital gains  taxes--further  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.

                                       4
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR ENDED AUGUST 31, 1999

Stock  prices  soared  worldwide  during the 12 months  ended  August 31,  1999,
rebounding  from lows they had reached  amid a global  crisis of  confidence  in
financial markets during the summer of 1998. Instead of a worldwide slump, which
many had feared,  what  developed as the fiscal year  progressed  was  improving
economic and financial-market conditions.
     Interest rates rose in response to increasing  actual and expected economic
growth.  Rising  interest  rates,  of course,  translate  into lower  prices for
existing bonds, so total returns on bonds were muted during the fiscal year.

U.S. STOCK MARKETS
Buoyed  by strong  growth  in the  broad  economy  and  improved  prospects  for
corporate  earnings,  the U.S. stock market came back in impressive fashion from
the summertime  slump of 1998,  when broad market  averages  declined by -20% or
more.  The market,  measured by the Wilshire  5000 Total Market  Index,  rose by
38.9% during the fiscal year ended August 31.

- --------------------------------------------------------------------------------
                                                  Average Annual Returns
                                               Periods Ended August 31, 1999
                                    --------------------------------------------
                                      1 Year         3 Years       5 Years
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                        39.8%           28.6%         25.1%
  Russell 2000 Index                   28.4            10.1          12.3
  Wilshire 5000 Index                  38.9            25.1          22.9
  MSCI EAFE Index                      26.0            11.3           8.5
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index           0.8%            7.0%          7.3%
  Lehman 10 Year Municipal Bond Index   0.7             6.1           6.5
  Salomon Smith Barney 3-Month
     U.S. Treasury Bill Index           4.7             5.0           5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                  2.3%            2.0%          2.3%
- --------------------------------------------------------------------------------

     Most of the gains  came  during  the first  half of the period as it became
clear  that the  global  economy  would not melt  down as a result of  financial
crises in Asia,  Russia,  and parts of Latin America.  The market's gains slowed
during the  second  half of the year (the  Wilshire  5000  climbed  7.3% after a
first-half  gain of 29.4%),  in part because of rising  interest  rates.  Higher
rates can hurt stock prices because many investors use current interest rates to
discount the value of a stock's projected  earnings and dividends.  And the more
they are discounted, the less investors are willing to pay for the stock now.
     Investors  seemed  heartened  by  better-than-expected  corporate  earnings
reports and by forecasts for strong earnings growth into the year 2000.  Profits
for the April-June quarter exceeded  consensus  estimates for more than half the
companies in the Standard & Poor's 500 Index, according to I/B/E/S, which tracks
projections by market analysts.
     For the year,  big stocks  performed  better than small stocks,  and growth
stocks strongly outpaced value stocks on Wall Street.  The S&P 500 Index,  which
is dominated  by  large-capitalization  stocks,  gained 39.8% for the 12 months,
while the  small-cap  Russell 2000 Index  returned  28.4%.  However,  the growth
stocks within both of those  indexes  gained more than 40%: The S&P 500's growth
stocks rose by 44.8%,  while the growth issues in

                                       5
<PAGE>

the Russell 2000 gained 43.3%.Value stocks gained 34.1% within the S&P 500 Index
and a relatively meager 14.1% within the Russell 2000.
     Leading the way were  large-cap  technology  stocks,  which as a group more
than  doubled  in value  during  the year.  Big gains  also were  posted by such
cyclical-stock  sectors as "other energy" (oil  exploration and services firms),
up  63%;   producer   durables   (such  as  engine,   machinery,   and  aircraft
manufacturers),  up 44%; and major integrated oil companies, up 40%. The weakest
sector,  with a gain of 9%,  was  consumer  staples,  where a number of food and
beverage company stocks declined due to disappointing earnings.

U.S. BOND MARKETS
Robust  economic  growth,  seen as a strong  positive for the stock market,  was
viewed with  suspicion by bond  investors.  Investors and Federal  Reserve Board
policymakers  alike  worried  that  growth was so strong it was bound to push up
inflation.  Yet most gauges  indicated that higher inflation was still more of a
potential  threat than a real one: The  Consumer  Price Index rose a modest 2.3%
during the 12-month period.
     The Federal Reserve,  which had cut short-term interest rates by a total of
0.75 percentage point during autumn 1998,  decided to tap on the monetary brakes
late  in the  fiscal  year.  The  Fed  acted  to  raise  short-term  rates  by a
quarter-point  on June 30 and again on August  24,  saying  that its moves  were
intended to "diminish the risk of rising inflation."
     Yields of long-term U.S.  Treasury bonds rose by roughly 1 percentage point
during the fiscal year.  The yield of the 30-year  Treasury bond  increased 0.79
percentage  point (79 basis  points),  from 5.27% on August 31, 1998, to 6.06% a
year later.  The yield of the 10-year  Treasury,  a key  benchmark  for mortgage
loans, rose 99 basis points, from 4.98% to 5.97%.  Short-term Treasuries rose on
balance by only 14 basis points, from 4.83% to 4.97%.
     The Lehman  Aggregate  Bond Index,  a benchmark for the entire taxable bond
market,  eked out a 0.8% return, as interest income of 6.1% was mostly offset by
an average price decline of -5.3%.  Returns were somewhat  higher for high-yield
(junk) bonds and mortgage-backed securities such as GNMAs.

INTERNATIONAL STOCK MARKETS
Prices rose on international  markets during the 12 months ended August 31, with
gains  for  U.S.  investors   exceeding  62%  for  the  Morgan  Stanley  Capital
International  Pacific Free and Select Emerging  Markets  Indexes.  Returns from
Europe, as measured by the MSCI Europe Index, were 13.6%. Currency fluctuations,
particularly  the U.S.  dollar's slide against the Japanese yen, boosted returns
from Asia for U.S. investors.  However, the dollar's value rose against European
currencies,  trimming  local-currency returns by about 4.5 percentage points for
U.S. investors.
     Stocks benefited from a markedly  improved economic outlook for most of the
world.  When the fiscal year began,  many analysts expected economic weakness in
Japan,  elsewhere  in Asia,  Russia,  and  Latin  America  to drag down even the
high-flying U.S.  economy.  Instead,  signs of increased  business activity kept
popping  up around the  world,  in part due to efforts of central  banks to spur
economic growth with lower interest rates.

                                       6
<PAGE>
REPORT FROM THE ADVISER

Vanguard  International  Growth Fund achieved a total return of 21.7% during the
fiscal year ended August 31, 1999.  This was behind both the 26.2% return of the
average  international  equity mutual fund and the 26.0% return of our unmanaged
benchmark, the MSCI EAFE Index.
     It has been a year of striking  opposites in many ways.  First, the extreme
market  volatility  of the first half gave way to much calmer  conditions in the
second half. Second,  while the Asian markets boomed,  rising 62% in U.S.-dollar
terms  over the  fiscal  year,  the  European  markets  returned  14%.  Finally,
international value stocks clearly  outperformed  growth stocks,  reflecting the
increasingly  evident pickup in world economic  growth.  This was in contrast to
the U.S. market, where growth stocks have outperformed recently--a result of the
U.S.  market's  much  higher  concentration  of  technology  stocks  (by far the
best-performing industry sector). About 14% of the fund's assets are invested in
tech stocks in Asia and Europe.
     The critical factor in our fiscal-year  results versus  competitors was the
underperformance of growth stocks relative to more cyclical value stocks. Adding
to that was our cautious stance on Japan  throughout the year,  based on reasons
that I have set out  before--namely,  the unsustainably high level of government
spending to boost the economy and the mountain of debt that is accumulating as a
result.  This could  possibly  be  resolved,  albeit  somewhat  dangerously,  by
aggressively  expanding the supply of money and encouraging  inflation,  but the
Bank of Japan to date has adamantly declined this option.
     Since I reported to you six months ago, the economic background outside the
United States has improved.  In Europe, this was expected,  which is perhaps why
markets  there have not risen more.  The  European  economy,  broadly  speaking,
bottomed during the first half of 1999.  Now, with inventory  levels so low that
increases in demand will lead directly to increased  economic  activity,  GDP is
expected  to  accelerate  into the year 2000.  The  weakness so far in the euro,
Europe's new single currency,  will also support recovery; the British pound has
fared better versus the dollar,  and some exporters in the United Kingdom,  like
their U.S. counterparts, are struggling to compete.
     Tough business  conditions in Europe have  encouraged a wave of mergers and
acquisitions aimed at reducing costs.  Within continental  Europe, it is notable
that  half the  companies  in our  portfolio  have  been  involved  recently  in
significant restructurings of one form or another.
     As we anticipate a cyclical  recovery,  about  one-third of the continental
European companies in your fund are stocks that should particularly benefit from
stronger  demand.  In all,  about  48% of the fund is  invested  in  continental
Europe; one-quarter of this, or 12% of assets, is in France, which has shown the
strongest and broadest  recovery  recently.  In addition,  French  companies are
restructuring more aggressively than their peers elsewhere.
- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The adviser believes that superior long-term  investment results can be achieved
by  selecting  the stocks of  companies  with the  potential  for  above-average
earnings  growth,  with  particular  emphasis on  companies  in  countries  with
favorable business and market environments.
- --------------------------------------------------------------------------------
                                       7
<PAGE>
     In  the  United  Kingdom,  where  20%  of  assets  are  invested,   private
consumption is now leading the economic  recovery.  Half of the companies we own
stand specifically to benefit from this.
     In Asia,  industrial production has recovered very strongly in South Korea,
Taiwan,  and the  smaller  countries  owing to a sharp  recovery  in demand  for
exports.  The  continued  strength of the U.S.  economy  has helped,  as has the
greater-than-expected  recovery  in Japan  during  the  first  half of the year.
Leaving Japan aside, we now see the recovery in other Asian economies  spreading
beyond the export sectors into the other domestic  sectors,  which will make the
recoveries more self-sustaining. Historically, this has been a good stage in the
cycle to invest in these  countries,  so we have committed 7% of the fund to the
developing Asian countries and a further 5% to Hong Kong and Singapore.
     In Japan,  the economic  recovery  has been  stronger  than we  anticipated
because,  unexpectedly,  consumers  have dipped  into their  savings to maintain
spending  despite  mounting  job  losses and  falling  wages and  bonuses.  This
situation may be related to the strength of Japan's stock market,  and it may be
creating a "virtuous  circle" in the economy,  but the trend remains fragile and
we remain cautious.  Confirming their increased  confidence,  Japanese investors
and businesses have been repatriating funds from U.S. and European markets, thus
pushing up the value of the yen versus other currencies.  Indeed,  over the past
year the yen's recovery  contributed more to the dollar-based return on Japanese
stocks than did the rise in stock prices.
     We have 15% of the fund in Japan. Our holdings,  which have performed well,
are very  focused.  We have devoted  one-third  of these  assets to  electronics
stocks, dominated by a large holding in Murata Manufacturing, which makes, among
other things,  components for mobile telephones.  Another third is split between
two very attractive  companies:  Takeda Chemical  Industries,  a  pharmaceutical
maker, and Fuji Photo, the very conservatively  managed competitor to Kodak. The
remaining third is invested predominantly in companies particularly sensitive to
an economic  recovery.  Much  attention is paid to Japanese  companies  that are
restructuring  their  business  operations  and reducing  payrolls.  So far, few
companies have produced credible  restructuring  plans,  although the fund holds
two such firms. There is tremendous  potential for  restructuring,  but Japanese
companies remain slow to respond.
     As in the United  States,  companies  elsewhere  lack pricing  power either
because  of  worldwide   overcapacity  or  because  of  the  growing  threat  of
competition from electronic commerce. Accordingly, inflationary pressures remain
weak in most countries. In this environment,  stocks should do well even if they
continue   to   look   expensive   and   earnings   growth   remains   modest--a
counterintuitive  combination of conditions that would become risky if inflation
started to exceed government-targeted levels.

Richard Foulkes
Schroder Investment Management North America Inc.

September 17, 1999

                                       8
<PAGE>
PERFORMANCE SUMMARY
INTERNATIONAL GROWTH 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: SEPTEMBER 30, 1981-AUGUST 31, 1999
                           INTERNATIONAL GROWTH FUND                  MSCI EAFE
FISCAL            CAPITAL           INCOME             TOTAL             TOTAL
YEAR              RETURN            RETURN            RETURN            RETURN
- --------------------------------------------------------------------------------
1982              -5.7%               0.0%            -5.7%              -4.7%
1983              57.1                4.3             61.4               31.0
1984               5.7                1.6              7.3               14.7
1985              15.7                2.1             17.8               32.3
1986              96.4                2.5             98.9              103.7
1987              31.2                0.8             32.0               46.0
1988             -10.8                0.9             -9.9               -6.2
1989              22.7                1.8             24.5               22.4
1990               4.0                1.2              5.2              -11.8
- --------------------------------------------------------------------------------
                           INTERNATIONAL GROWTH FUND                  MSCI EAFE
- --------------------------------------------------------------------------------
FISCAL            CAPITAL           INCOME             TOTAL             TOTAL
YEAR              RETURN            RETURN            RETURN            RETURN
- --------------------------------------------------------------------------------
1991              -6.8%               1.7%            -5.1%              -0.3%
1992              -0.4                1.9              1.5                0.4
1993              18.4                2.7             21.1               27.1
1994              19.5                0.9             20.4               11.1
1995               2.4                1.4              3.8                0.8
1996              11.3                1.4             12.7                8.2
1997              14.5                1.3             15.8                9.4
1998              -4.2                1.2             -3.0                0.1
1999              20.2                1.5             21.7               26.0
- --------------------------------------------------------------------------------
See  Financial  Highlights  table  on page 18 for  dividend  and  capital  gains
information for the past five years.

CUMULATIVE PERFORMANCE: AUGUST 31, 1989-AUGUST 31, 1999
[10 YEAR GRAPH]
- --------------------------------------------------------------------------------
                  INTERNATIONAL      AVERAGE                  MSCI
                  GROWTH FUND        INTERNATIONAL FUND       EAFE INDEX
- --------------------------------------------------------------------------------
198908            10000              10000                    10000
198911            10517              10326                    10546
199002            10436              10395                    9800
199005            10944              10952                    9711
199008            10525              10355                    8820
199011            9687               9612                     8263
199102            10801              10576                    9607
199105            10442              10500                    9222
199108            9987               10310                    8789
199111            9716               10306                    8984
199202            10146              10833                    8923
199205            10566              11217                    8941
199208            10136              10621                    8828
199211            9557               10153                    8285
199302            9790               10590                    8586
199305            11219              12035                    10444
199308            12271              12929                    11223
199311            12505              13096                    10327
199402            14285              14885                    11983
199405            14007              14501                    11893
199408            14779              15166                    12473
199411            14100              14322                    11891
199502            13300              13482                    11481
199505            14823              14471                    12515
199508            15334              14970                    12572
199511            15564              15018                    12830
199602            16588              15893                    13457
199605            17445              16640                    13892
199608            17285              16309                    13602
199611            18421              17224                    14381
199702            18699              17481                    13933
199705            20426              18559                    14984
199708            20022              18509                    14875
199711            19092              17969                    14363
199802            21042              19740                    16134
199805            22050              21164                    16692
199808            19424              18235                    14895
199811            21710              19783                    16773
199902            21867              20097                    16980
199905            22393              20949                    17470
199908            23638              22932                    18771



                                AVERAGE ANNUAL TOTAL RETURNS
                                PERIODS ENDED AUGUST 31, 1999
                               ------------------------------  FINAL VALUE OF A
                                 1 YEAR   5 YEARS  10 YEARS   $10,000 INVESTMENT
- --------------------------------------------------------------------------------
International Growth Fund        21.70%    9.85%     8.98%       $23,638
Average International Fund*      26.23     8.80      8.65         22,932
MSCI EAFE Index                  26.03     8.52      6.50         18,771
- --------------------------------------------------------------------------------
*Based on data from Lipper Inc.


AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED JUNE 30, 1999*
- --------------------------------------------------------------------------------
                                                                10 YEARS
                           INCEPTION                      ----------------------
                             DATE     1 YEAR   5 YEARS    CAPITAL  INCOME  TOTAL
- --------------------------------------------------------------------------------
International Growth Fund  9/30/1981   6.64%    10.84%     8.53%   1.54%  10.07%
- --------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return information
through the latest calendar quarter.

                                       9
<PAGE>
FUND PROFILE
INTERNATIONAL GROWTH FUND

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

PORTFOLIO CHARACTERISTICS
- ------------------------------------------------
                      INTERNATIONAL         MSCI
                             GROWTH         EAFE
- ------------------------------------------------
Number of Stocks                145        1,005
Turnover Rate                   37%          --
Expense Ratio                 0.58%          --
Cash Reserves                  1.0%          --

ALLOCATION BY REGION
- -----------------------
[PIE CHART]
Emerging Markets    10%
Pacific             21%
Europe              69%

VOLATILITY MEASURES
- ------------------------------------------------
                      INTERNATIONAL         MSCI
                             GROWTH         EAFE
- ------------------------------------------------
R-Squared                      0.92         1.00
Beta                           0.99         1.00

TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- ------------------------------------------------
ING Groep NV                                3.7%
Elf Aquitaine SA                            3.1
Philips Electronics NV                      3.0
Fuji Photo Film Co., Ltd.                   2.9
Mannesmann AG                               2.7
Takeda Chemical Industries Ltd.             2.6
Murata Manufacturing Co., Ltd.              2.5
Suez Lyonnaise des Eaux                     2.5
Endesa SA                                   2.5
Vivendi                                     2.3
- ------------------------------------------------
Top Ten                                    27.8%

Country Diversification (% of Common Stocks) can be found on page 12.

                                       10
<PAGE>

ALLOCATION  BY REGION.  An  indicator of  diversification,  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 past year.  Funds
with high turnover rates incur higher  transaction  costs and are more likely to
distribute capital gains (which are taxable to investors).

                                       11
<PAGE>


COUNTRY DIVERSIFICATION (% OF COMMON STOCKS)
- --------------------------------------------------------------------------------
                                           AUGUST 31, 1998      AUGUST 31, 1999
- --------------------------------------------------------------------------------
                                            INTERNATIONAL  INTERNATIONAL    MSCI
                                               GROWTH         GROWTH        EAFE
- --------------------------------------------------------------------------------
Argentina .............................          0.2%           0.0%        0.0%
Australia .............................          1.9            1.1         2.7
Austria ...............................          0.5            0.0         0.3
Belgium ...............................          0.7            0.2         1.3
Brazil ................................          0.8            1.1         0.0
Chile .................................          0.1            0.0         0.0
Denmark ...............................          1.0            0.7         0.8
Finland ...............................          0.0            0.0         1.8
France ................................         11.6           12.5         9.7
Germany ...............................          9.3            6.6         9.5
Hong Kong .............................          0.3            2.5         2.4
Indonesia .............................          0.0            0.1         0.0
Ireland ...............................          0.4            1.7         0.6
Italy .................................          9.4            5.3         4.2
Japan .................................         14.8           15.3        25.2
Malaysia ..............................          0.4            1.2         0.0
Mexico ................................          0.8            1.5         0.0
Netherlands ...........................         15.7           10.5         5.8
New Zealand ...........................          0.0            0.0         0.2
Norway ................................          0.0            0.0         0.4
Philippines ...........................          0.5            0.8         0.0
Portugal ..............................          0.0            0.0         0.5
Singapore .............................          0.8            2.3         0.9
South Korea ...........................          0.7            4.7         0.0
Spain .................................          3.3            2.9         2.9
Sweden ................................          3.3            2.4         2.3
Switzerland ...........................         11.8            5.3         6.8
Taiwan ................................          0.0            0.8         0.0
United Kingdom ........................         11.7           20.5        21.7
- --------------------------------------------------------------------------------
Total                                          100.0%         100.0%      100.0%

                                       12
<PAGE>

FINANCIAL STATEMENTS
AUGUST 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 GROWTH FUND                          SHARES                  (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (99.0%)
- --------------------------------------------------------------------------------
AUSTRALIA (1.1%)
  Telstra Corp. Ltd.                            8,445,180                 43,855
  Westpac Banking Corp., Ltd.                   4,187,470                 25,347
  Broken Hill Proprietary Co., Ltd.             2,000,000                 21,472
                                                                   -------------
                                                                          90,674
                                                                   -------------
BELGIUM (0.2%)
  Algemene Maatschappij voor
   Nijverheidskredit NV                           289,956                 17,151
o Fortis AG (B) Strip VVPR                        734,958                      8
                                                                   -------------
                                                                          17,159
                                                                   -------------
BRAZIL (1.1%)
  Telecomunicacoes de
   Sao Paulo SA Pfd.                          232,120,000                 20,304
  Tele Centro Sul
   Participacoes ADR                              330,000                 18,047
  Telecomunicacoes
   Brasileiras SA ADR Pfd.                        210,000                 15,579
  Cia Vale Do Rio Pfd. A                          611,100                 13,587
o Telesp Participacoes ADR                        798,500                 13,026
o Telecomunicacoes
   Brasileiras SA Pfd. Receipts                91,500,000                  6,815
                                                                   -------------
                                                                          87,358
                                                                   -------------
DENMARK (0.7%)
  Den Danske Bank A/S                             506,000                 57,653
                                                                   -------------

FRANCE (12.4%)
  Elf Aquitaine SA                              1,399,450                245,371
  Suez Lyonnaise des Eaux                       1,181,670                197,077
  Vivendi                                       2,333,000                180,131
  Alcatel                                         756,129                115,803
o Canal Plus SA                                   747,000                 51,443
  Axa                                             378,196                 47,056
  Renault SA                                      830,000                 44,710
  Accor SA                                        160,000                 38,497
  Bouygues SA                                     126,872                 34,975
  Societe National d'Exploitation
   Industrielle de Tabacs et
   Allumettes SA                                  370,000                 20,165
o Sanofi-Synthelabo SA                            276,000                 11,486
o Vivendi Warrants Exp. 2/5/2001                  580,500                  1,337
                                                                   -------------
                                                                         988,051
                                                                   -------------
GERMANY (6.5%)
  Mannesmann AG                                 1,445,000                218,253
  Viag AG                                       3,880,000                 81,308
  Hoechst AG                                    1,800,000                 75,098
  BASF AG                                       1,380,000                 61,219
  SAP AG Pfd.                                     105,131                 41,530
  Bayerische Hypo-und
   Vereinsbank AG                                 696,195                 40,444
  Friederich Grohe AG Pfd.                         18,747                  5,356
                                                                   -------------
                                                                         523,208
                                                                   -------------
HONG KONG (2.5%)
  Hutchison Whampoa Ltd.                        5,282,000                 51,528
  HSBC Holdings PLC                             3,424,400                 42,447
  Swire Pacific Ltd. A Shares                   7,422,000                 38,329
o China Telecom
   (Hong Kong) Ltd.                             8,652,000                 26,909
  Sun Hung Kai Properties Ltd.                  2,364,000                 20,246
  Cheung Kong Holdings Ltd.                     1,813,000                 15,760
  Mandarin Oriental
   International Ltd.                           1,101,369                    743
                                                                   -------------
                                                                         195,962
                                                                   -------------


                                       13
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
INTERNATIONAL GROWTH FUND                          SHARES                  (000)
- --------------------------------------------------------------------------------
INDONESIA (0.1%)
  PT Telekomunikasi Indonesia                  18,758,520                  7,210
                                                                   -------------
IRELAND (1.7%)
o Elan Corp. PLC ADR                            2,811,000                 90,128
  Bank of Ireland PLC                           4,868,000                 44,064
                                                                   -------------
                                                                         134,192
                                                                   -------------
ITALY (5.2%)
o Olivetti SpA                                 57,816,000                134,347
  Telecom Italia Mobile SpA                    15,000,000                 87,297
  Banca di Roma                                60,797,000                 82,581
  Fiat SpA                                      1,786,100                 57,539
  Ente Nazionale
   Idrocarburi SpA                              4,973,904                 29,893
o Tecnost SpA                                  10,749,000                 28,100
                                                                   -------------
                                                                         419,757
                                                                   -------------
JAPAN (15.2%)
  Fuji Photo Film Co., Ltd.                     6,418,000                234,145
  Takeda Chemical Industries Ltd.               4,209,000                211,138
  Murata Manufacturing Co., Ltd.                2,528,000                202,901
  Mabuchi Motor Co.                               731,000                 90,940
  Matsushita Electric Industrial
   Co., Ltd.                                    4,386,000                 86,407
  SMC Corp.                                       373,000                 56,813
  Sumitomo Corp.                                6,292,000                 44,762
  Toppan Printing Co., Ltd.                     3,140,000                 40,094
  Nippon Television
   Network Corp.                                   65,820                 36,019
  East Japan Railway Co.                            5,860                 35,435
  Keyence Corp.                                   143,000                 32,411
  Hirose Electric Co., Ltd.                       246,000                 30,963
  Yasuda Fire & Marine
   Insurance Co.                                4,370,000                 30,012
  Kuraray Co., Ltd.                             1,900,000                 22,805
  Tokyo Electron Ltd.                             291,000                 20,437
  Mitsui Fudosan Co., Ltd.                      1,190,000                  9,671
  Chiyoda Fire & Marine
   Insurance Co., Ltd.                          2,220,000                  8,221
  Sumitomo Electric
   Industries Ltd.                                590,000                  8,018
  Dowa Fire & Marine
   Insurance Co.                                2,221,000                  7,333
  Nippon Fire & Marine
   Insurance Co., Ltd.                          2,000,000                  6,567
                                                                   -------------
                                                                       1,215,092
                                                                   -------------
MALAYSIA (1.2%)
  Tenaga Nasional Bhd.                         16,195,000                 37,078
  Malayan Banking Bhd.                          6,780,400                 22,304
  Genting Bhd.                                  5,422,000                 19,976
  Telekom Malaysia Bhd.                         6,529,500                 19,417
                                                                   -------------
                                                                          98,775
                                                                   -------------
MEXICO (1.5%)
  Telefonos de Mexico SA
   Class L ADR                                    609,000                 45,294
o Grupo Televisa SA GDR                           695,000                 25,281
  Cemex SA de CV (Ordinary
   Participation Certificates)                  5,331,405                 23,574
  Grupo Industrial Herdez Bimbo
   SA de CV Series A                            6,857,000                 14,442
  Fomento Economico
   Mexicano SA de CV UBD                        4,000,000                 13,137
                                                                   -------------
                                                                         121,728
                                                                   -------------
NETHERLANDS (10.4%)
  ING Groep NV                                  5,409,607                296,545
  Philips Electronics NV                        2,354,292                242,574
  Getronics NV                                  2,321,456                113,649
  Heineken NV                                   1,432,000                 71,391
  Verenigde Nederlandse
   Uitgeversbedrijven
   Verenigd Bezit                               1,270,000                 48,693
  Oce NV                                        2,040,247                 43,315
  DSM NV                                          133,000                 15,642
                                                                   -------------
                                                                         831,809
                                                                   -------------
PHILIPPINES (0.7%)
  Philippine Long Distance
   Telephone Co.                                1,117,000                 26,465
  Ayala Land, Inc.                             81,680,091                 20,382
  Manila Electric Co.                           4,264,930                 12,685
                                                                   -------------
                                                                          59,532
                                                                   -------------
SINGAPORE (2.3%)
  United Overseas Bank
   Ltd. (Foreign)                               7,402,000                 54,935
  Singapore Press Holdings Ltd.                 2,882,486                 47,920
  Development Bank of
   Singapore Ltd. (Foreign)                     3,365,722                 38,568
  City Developments Ltd.                        4,171,000                 25,260
  Singapore Airlines
   Ltd. (Foreign)                               1,564,000                 14,672
                                                                   -------------
                                                                         181,355
                                                                   -------------
SOUTH KOREA (4.7%)
  Samsung Electronics Co., Ltd.                   832,002                157,877
  Korea Electric Power Corp.                    2,185,550                 81,463
o Pohang Iron & Steel Co. Ltd.
   Warrants Exp. 5/26/2000                        599,900                 80,033
o Korea Telephone Warrants
   Exp. 5/22/2000                                 292,000                 18,244
  Shinhan Bank Co.                              1,424,000                 15,320
  SK Telecom Co. Ltd.                               9,845                  9,849
  SK Telecom Co. Ltd. ADR                         835,830                  9,455
  Samsung Electronics Co., Ltd.
   GDR                                             22,582                  2,099
                                                                   -------------
                                                                         374,340
                                                                   -------------
SPAIN (2.9%)
  Endesa SA                                     9,800,880                196,687
  Bankinter SA                                    897,000                 36,562
                                                                   -------------
                                                                         233,249
                                                                   -------------
SWEDEN (2.4%)
  Svenska Handelsbanken
   A Shares                                     6,600,000                 91,503
  LM Ericsson Telephone AB
   B Shares                                     1,716,000                 55,269
  Skandia Forsakrings AB                        2,209,000                 44,936
                                                                   -------------
                                                                         191,708
                                                                   -------------
SWITZERLAND (5.3%)
  UBS AG                                          470,150                132,662
  Novartis AG (Registered)                         75,120                108,090
o ABB Ltd.                                        692,021                 70,570
  Roche Holdings AG
   (Dividend-Right Certificates)                    5,900                 68,228

                                       14
<PAGE>

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                   SHARES                  (000)
- --------------------------------------------------------------------------------
  Clariant AG                                      50,300                 24,170
  Adecco SA (Bearer)                               33,042                 18,211
                                                                   -------------
                                                                         421,931
                                                                   -------------
TAIWAN (0.8%)
o Taiwan Semiconductor
   Manufacturing Co.
   Warrants Exp. 4/25/2000                      5,318,748                 27,684
o Far East Textiles Warrants
   Exp. 8/11/2000                              12,026,000                 17,317
o Honhai Precision Warrants
   Exp. 8/11/2000                               1,269,000                  8,248
o Asustek Computer Inc.
   Warrants
   Exp. 6/21/2000                                 702,000                  7,529
                                                                   -------------
                                                                          60,778
                                                                   -------------
UNITED KINGDOM (20.1%)
  Standard Chartered PLC                        9,628,700                141,359
  Glaxo Wellcome PLC                            4,879,640                128,368
  Bass PLC                                      8,489,206                114,188
  BP Amoco PLC                                  6,006,000                111,546
  Kingfisher PLC                                7,238,000                 87,116
  Rolls-Royce PLC                              20,862,000                 82,943
  Tesco PLC                                    27,589,616                 81,741
  Scottish & Newcastle PLC                      8,025,418                 79,171
  Boots Co. PLC                                 6,032,000                 74,492
  Allied Zurich PLC                             6,078,108                 74,328
  British Aerospace PLC                         9,197,000                 67,178
  Granada Group PLC                             6,581,934                 58,793
  British Telecommunications
   PLC                                          3,673,000                 56,286
  Marks & Spencer PLC                           6,553,104                 43,783
  Great Universal Stores PLC                    4,235,000                 42,698
  Airtours PLC                                  5,813,100                 40,661
  EMI Group PLC                                 4,670,915                 39,732
o Tarmac PLC                                    4,568,451                 37,171
  Diageo PLC                                    3,571,800                 36,184
  Cable and Wireless PLC                        3,105,000                 35,649
  British Sky Broadcasting
   Group PLC                                    3,528,000                 33,414
United News & Media  PLC                        3,161,000                 31,184
British Land Co.,  PLC                          3,606,720                 30,216
British Airways PLC                             3,660,000                 23,968
Reckitt & Colman PLC                            1,184,000                 14,726
Norwich Union PLC                               2,153,000                 14,714
Provident Financial PLC                         1,042,000                 13,404
o Carillion PLC                                 4,568,451                 10,211
  Garban PLC                                      268,100                  1,116
                                                                   -------------
                                                                       1,606,340
                                                                   =============
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
   (Cost $5,900,303)                                                   7,917,861
- --------------------------------------------------------------------------------
                                                     FACE                 MARKET
                                                   AMOUNT                 VALUE*
                                                    (000)                  (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (12.0%)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  5.43%, 9/1/1999                                $120,204                120,204
  5.47%, 9/1/1999--Note F                         843,441                843,441
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $963,645)                                                        963,645
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (111.0%)
  (COST $6,863,948)                                                    8,881,506
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-11.0%)
Other Assets--Note C                                                      48,148
Security Lending Collateral
  Payable to Brokers--Note F                                           (843,441)
Other Liabilities                                                       (85,914)
                                                                   -------------
                                                                       (881,207)
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 405,062,991 outstanding
  $.001 par value shares of beneficial
  interest (unlimited authorization)                                  $8,000,299
================================================================================

NET ASSET VALUE PER SHARE                                                 $19.75
================================================================================
*See Note A in Notes to Financial Statements.
oNon-Income-Producing Security.
ADR--American Depositary Receipt.
GDR--Global Depositary Receipt.

- --------------------------------------------------------------------------------
 AT AUGUST 31, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                                   AMOUNT                    PER
                                                    (000)                  SHARE
- --------------------------------------------------------------------------------
 Paid in Capital                               $5,631,318                 $13.90
 Undistributed Net
  Investment Income--Note D                        83,242                    .21
 Accumulated Net
  Realized Gains--Note D                          268,302                    .66
 Unrealized Appreciation
  (Depreciation)--Note E
  Investment Securities                         2,017,558                   4.98
  Foreign Currencies                                (121)                     --
================================================================================
 NET ASSETS                                    $8,000,299                 $19.75
================================================================================

                                       15
<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 GROWTH FUND
                                                      YEAR ENDED AUGUST 31, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends*                                                            123,764
   Interest                                                               22,468
   Security Lending                                                        3,664
                                                                   -------------
      Total Income                                                       149,896
                                                                   -------------
EXPENSES
   Investment Advisory Fees--Note B
      Basic Fee                                                           10,068
      Performance Adjustment                                                 418
   The Vanguard Group--Note C
      Management and Administrative                                       27,423
      Marketing and Distribution                                           1,710
   Custodian Fees                                                          3,851
   Auditing Fees                                                              13
   Shareholders' Reports                                                     373
   Trustees' Fees and Expenses                                                14
                                                                   -------------
      Total Expenses                                                      43,870
      Expenses Paid Indirectly--Note C                                   (1,287)
                                                                   -------------
      Net Expenses                                                        42,583
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    107,313
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)
   Investment Securities Sold                                            339,134
   Foreign Currencies and Forward Currency Contracts                    (42,333)
- --------------------------------------------------------------------------------
REALIZED NET GAIN                                                        296,801
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   Investment Securities                                               1,062,772
   Foreign Currencies and Forward Currency Contracts                       (715)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                       1,062,057
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                  $1,466,171
================================================================================
*Dividends are net of foreign withholding taxes of $6,462,000.

                                       16
<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.
- --------------------------------------------------------------------------------
                                                       INTERNATIONAL GROWTH FUND
                                                         YEAR ENDED AUGUST 31,
                                                       -------------------------
                                                              1999         1998
                                                             (000)         (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                   107,313      101,730
   Realized Net Gain                                       296,801       35,938
   Change in Unrealized Appreciation (Depreciation)      1,062,057     (374,412)
                                                       -------------------------
      Net Increase (Decrease) in Net Assets
      Resulting from Operations                          1,466,171     (236,744)
                                                       -------------------------
DISTRIBUTIONS
   Net Investment Income                                   (89,038)     (83,884)
   Realized Capital Gain                                   (64,755)    (207,713)
                                                       -------------------------
      Total Distributions                                 (153,793)    (291,597)
CAPITAL SHARE TRANSACTIONS1
   Issued                                                3,671,257    2,903,443
   Issued in Lieu of Cash Distributions                    138,652      263,660
   Redeemed                                             (3,942,437)  (2,907,065)
                                                       -------------------------
      Net Increase (Decrease) from Capital Share
      Transactions                                        (132,528)     260,038
- --------------------------------------------------------------------------------
   Total Increase (Decrease)                             1,179,850     (268,303)
- --------------------------------------------------------------------------------
NET ASSETS
   Beginning of Year                                     6,820,449    7,088,752
                                                       -------------------------
   End of Year                                          $8,000,299   $6,820,449
================================================================================
1Shares Issued (Redeemed)
   Issued                                                  197,691      161,215
   Issued in Lieu of Cash Distributions                      7,665       16,489
   Redeemed                                               (211,906)    (163,081)
                                                       -------------------------
      Net Increase (Decrease) in Shares Outstanding         (6,550)      14,623
================================================================================

                                       17
<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 GROWTH FUND
                                                                       YEAR ENDED AUGUST 31,
                                                       ---------------------------------------------------
<S>                                                        <C>       <C>       <C>       <C>        <C>
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR               1999      1998      1997      1996       1995
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                       $16.57    $17.86    $16.13    $14.70     $14.36
- ----------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                                    .27       .25       .19       .19        .20
   Net Realized and Unrealized Gain (Loss)on Investments   3.29      (.81)     2.28      1.65        .32
- ----------------------------------------------------------------------------------------------------------
      Total from Investment Operations                     3.56      (.56)     2.47      1.84        .52
- ----------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
   Dividends from Net Investment Income                    (.22)     (.21)     (.19)     (.20)      (.18)
   Distributions from Realized Capital Gains               (.16)     (.52)     (.55)     (.21)        --
- ----------------------------------------------------------------------------------------------------------
      Total Distributions                                  (.38)     (.73)     (.74)     (.41)      (.18)
==========================================================================================================
NET ASSET VALUE, END OF YEAR                             $19.75    $16.57    $17.86    $16.13     $14.70
==========================================================================================================

TOTAL RETURN                                              21.70%    -2.99%    15.84%    12.72%      3.76%
==========================================================================================================
RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Year (Millions)                    $8,000    $6,820    $7,089    $4,997     $3,354
   Ratio of Total Expenses to Average Net Assets           0.58%     0.59%     0.57%     0.56%      0.59%
   Ratio of Net Investment Income to Average Net Assets    1.42%     1.39%     1.26%     1.35%      1.53%
         Portfolio Turnover Rate                             37%       37%       22%       22%        31%
==========================================================================================================
</TABLE>

                                       18
<PAGE>

NOTES TO FINANCIAL STATEMENTS
Vanguard  International  Growth 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  rates 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.

                                       19
<PAGE>
NOTES TO FINANCIAL STATEMENTS(CONTINUED)

B.  Schroder  Investment  Management  North  America  Inc.  provides  investment
advisory  services to the fund for a fee calculated at an annual percentage rate
of average net assets.  The basic fee is subject to quarterly  adjustments based
on  performance  for the preceding  three years  relative to the Morgan  Stanley
Capital  International Europe,  Australasia,  Far East Index. For the year ended
August 31, 1999, the advisory fee represented an effective  annual basic rate of
0.13% of the fund's  average net assets  before an increase of $418,000  (0.01%)
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 August 31, 1999, the fund had contributed capital of $1,710,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 1.7% of Vanguard's capitalization. The fund's Trustees and officers are also
Directors and officers of Vanguard.
     Vanguard has asked the fund's investment adviser to direct certain security
trades,  subject to obtaining the best price and execution,  to brokers who have
agreed to rebate to the fund part of the commissions generated. Such rebates are
used solely to reduce the fund's management and administrative expenses. For the
year ended August 31, 1999,  these  arrangements  reduced the fund's expenses by
$1,287,000 (an annual rate of 0.02% of average net assets).

D. During the year ended August 31, 1999, the fund purchased  $3,019,067,000  of
investment  securities and sold  $2,652,832,000  of investment  securities other
than temporary cash investments.
     During the year ended  August  31,  1999,  the fund  realized  net  foreign
currency losses of $8,242,000,  which decreased distributable net income for tax
purposes;  accordingly,  such losses have been reclassified from accumulated net
realized gains to undistributed net investment income.

E. At August 31, 1999, net unrealized  appreciation of investment securities for
financial   reporting  and  federal  income  tax  purposes  was  $2,017,558,000,
consisting of unrealized gains of $2,273,090,000 on securities that had risen in
value since their purchase and  $255,532,000 in unrealized  losses on securities
that had fallen in value since their purchase.
     The fund had net unrealized  foreign currency losses of $121,000  resulting
from the translation of other assets and liabilities at August 31, 1999.

F. The market value of securities on loan to  broker/dealers at August 31, 1999,
was $785,991,000, for which the fund held cash collateral of $843,441,000.  Cash
collateral received is invested in repurchase agreements.

                                       20
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees
of Vanguard International Growth 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 Growth Fund (the "Fund") at August 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  generally
accepted  accounting  principles.   These  financial  statements  and  financial
highlights   (hereafter   referred  to  as  "financial   statements")   are  the
responsibility  of the Fund's  management;  our  responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements in  accordance  with  generally  accepted
auditing  standards  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at  August  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

September 30, 1999

                                      21
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD INTERNATIONAL GROWTH FUND
This information for the fiscal year ended August 31, 1999, is included pursuant
to provisions of the Internal Revenue Code.
     The fund  distributed  $64,755,000  as  capital  gain  dividends  (from net
long-term  capital  gains) to  shareholders  in December  1998,  all of which is
designated as a 20% rate gain distribution.
     The fund has  elected to pass  through the credit for taxes paid in foreign
countries.  The foreign  income and foreign tax per share  outstanding on August
31, 1999, are as follows:
                  --------------------------------------------------
                                      GROSS FOREIGN          FOREIGN
                  COUNTRY              DIVIDENDS               TAX
                  --------------------------------------------------
                  Argentina              $.0008               $.0000
                  Australia               .0085                .0000
                  Belgium                 .0016                .0000
                  Brazil                  .0096                .0008
                  Chile                   .0006                .0001
                  Denmark                 .0028                .0000
                  France                  .0442                .0000
                  Germany                 .0092                .0005
                  Hong Kong               .0027                .0000
                  Indonesia               .0002                .0000
                  Ireland                 .0015                .0000
                  Italy                   .0077                .0003
                  Japan                   .0146                .0019
                  Korea                   .0041                .0007
                  Malaysia                .0013                .0004
                  Mexico                  .0046                .0002
                  Netherlands             .0582                .0015
                  Philippines             .0012                .0002
                  Singapore               .0104                .0009
                  Spain                   .0151                .0009
                  Sweden                  .0068                .0000
                  Switzerland             .0154                .0004
                  United Kingdom          .1000                .0069
                  --------------------------------------------------

     The pass-through of foreign tax credit will affect only shareholders on the
   dividend  record  date in  December  1999.  Shareholders  will  receive  more
   detailed information along with their Form 1099-DIV in January 2000.
- --------------------------------------------------------------------------------

                                       22
<PAGE>

- --------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS ABOUT Y2K

As is well known by now,  the  approaching  calendar  change to 2000 has posed a
challenge to many computer  systems  worldwide.  Computers that are not modified
could   interpret   "00"  as  1900  rather  than  2000  and  produce  errors  in
date-dependent  calculations,  including  bond  interest  payments,  stock trade
settlements, retirement benefits, and other financial transactions.

OUR APPROACH
Vanguard  has taken this  challenge  seriously.  We have had a Year 2000 Project
under way since 1996 to fulfill our  responsibility  to  safeguard  our business
relationships and the security of our investors' accounts.
     Our internal systems are Year 2000-compliant.  They have been renovated and
thoroughly tested and are ready for the date change. As for the external systems
that  connect  with ours,  we have been  working for many  months with  clients,
business  partners,  and  providers  of products  and  services to assess  their
compliance. We have analyzed the external services we require and have developed
contingency   plans--including   provision  for   alternative   providers  where
appropriate.
     On New Year's  Day,  our  telephone  centers  will be staffed and ready for
shareholder  calls.  However,  we expect  the volume of  inquiries  over the New
Year's weekend to be high, and we encourage shareholders to check their accounts
via our website or automated telephone systems, which offer much greater service
capacity and efficiency. This will also help our live representatives to provide
a  higher  level  of  service  to  those  with  specific  transaction  or  other
service-related needs.

WHAT YOU CAN DO
We assure you we will protect our shareholders' records, so account records will
not  be  lost.  Nevertheless,  keeping  copies  of  current  records  is  always
advisable.  You  should  keep at  least  your  third-quarter  statement  and any
confirmations you receive from us between October 1, 1999, and year-end.
     If you are a registered user of Access Vanguard(TM) (www.vanguard.com), you
can retrieve this  information  through the secure "Your  Accounts"  section and
print copies for your files.  If you are not registered for Access  Vanguard and
wish to have this  flexibility,  you should register as soon as possible so that
you can receive your password and become  familiar with this service  before the
New Year's weekend.  Likewise,  you may need personal  identification numbers to
use our automated  telephone services:  Vanguard  Tele-Account(R) for individual
investors  (1-800-662-6273)  and  The  VOICE(TM)  Network  for  participants  in
employer-sponsored retirement plans (1-800-523-1188).
     Our Year 2000 Project's primary goal from the start has been to prepare our
systems  for  business  as usual on  behalf  of our  shareholders  into 2000 and
beyond.  We remain  confident  we will meet that  goal,  and we look  forward to
serving you in the years to come.
- --------------------------------------------------------------------------------
                                       23
<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
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, and Chief Executive Officer
of NACCO Industries, Inc.; Director of NACCO Industries, The BFGoodrich Co., and
The Standard Products 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) Chairman and Chief Executive  Officer 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.

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

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

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

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

                                        WORLD WIDE WEB
                                        www.vanguard.com

                                        FUND INFORMATION
                                        1-800-662-7447

                                        INDIVIDUAL ACCOUNT SERVICES
                                        1-800-662-2739

                                        INSTITUTIONAL INVESTOR SERVICES
                                        1-800-523-1036

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

                                        Q810-10/15/1999
                                        (C) 1999 The Vanguard Group, Inc.
                                        All rights reserved.
                                        Vanguard Marketing
                                        Corporation, Distributor.


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