VANGUARD WORLD FUND INC
N-30D, 2000-04-20
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<PAGE>

VANGUARD(R)
U.S. GROWTH
FUND

February 29, 2000

SEMIANNUAL

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

<PAGE>


HAVE THE PRINCIPLES OF INVESTING CHANGED?

     In a world of frenetic  change in business,  technology,  and the financial
     markets,  it is natural to wonder whether the basic principles of investing
     have changed.

     We don't think so.

     The most  successful  investors  over the coming  decade  will be those who
     began the new century with a fundamental  understanding of risk and who had
     the discipline to stick with long-term investment programs.

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

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

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

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

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

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

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

     o Capture as much of the market's  return as possible by  minimizing  costs
and taxes.  Costs and taxes  diminish  long-term  returns while doing nothing to
reduce the risks you incur as an investor.

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

    REPORT FROM THE CHAIRMAN .............1
    THE MARKETS IN PERSPECTIVE ...........4
    REPORT FROM THE ADVISER ..............6
    FUND PROFILE .........................8
    PERFORMANCE SUMMARY .................10
    FINANCIAL STATEMENTS.................11
- ------------------------------------------------

All  comparative  mutual fund data are from Lipper  Inc. or  Morningstar,  Inc.,
unless otherwise noted.
"Standard & Poor's(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc.
Frank Russell Company is the owner of trademarks and copyrights  relating to the
Russell Indexes.
"Wilshire 4500" and "Wilshire 5000" are trademarks of Wilshire Associates.

<PAGE>

REPORT FROM THE CHAIRMAN

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

Vanguard U.S.  Growth Fund posted an excellent  absolute  return of 13.6% during
the first half of its 2000 fiscal year, but its relative  performance was not so
good--falling well short of the sizzling 29.3% average return of its mutual fund
peers.  During the six months ended  February 29, 2000,  our average peer better
capitalized  on  the   extraordinary   returns  available  from  some  white-hot
technology stocks.

     The adjacent table presents our fund's six-month total return,  the average
return of  large-capitalization  growth  mutual  funds,  and the  returns of two
unmanaged  indexes:  the Standard & Poor's 500 Index and the Russell 1000 Growth
Index.  Though our  return  topped  that of the S&P 500  Index,  it was nearly 9
percentage  points behind the return of the Russell 1000 Growth Index,  which is
more representative of the large, growth-oriented companies that the U.S. Growth
Fund emphasizes.

- -----------------------------------------------------------
                                     TOTAL RETURNS
                                   SIX MONTHS ENDED
                                  FEBRUARY 29, 2000
- -----------------------------------------------------------
Vanguard U.S. Growth Fund               13.6%
- -----------------------------------------------------------
Average Large-Cap Growth Fund*          29.3%
- -----------------------------------------------------------
S&P 500 Index                            4.1%
Russell 1000 Growth Index               22.5
- -----------------------------------------------------------
*Derived from data provided by Lipper Inc.

     The fund's total return (capital change plus reinvested dividends) is based
on an increase in net asset value from $38.92 per share on August 31,  1999,  to
$41.99 per share on February 29,  2000,  and is adjusted for a dividend of $0.21
per share paid from net investment  income and a distribution of $2.02 per share
paid from net realized capital gains.

THE PERIOD IN REVIEW

The powerhouse U.S. stock market rose again during the six months ended February
29. The Wilshire 5000 Total Market Index,  the broadest  measure of U.S. stocks,
returned 13.4% for the period, while the S&P 500 Index gained 4.1%, as noted.

     But   the   market's   rise   was   very   uneven.   Certain   growth-stock
sectors--technology,  biotechnology,  and wireless  telecommunications--recorded
huge  gains.  Other  sectors,  including  such  growth-stock  groups as consumer
staples and  pharmaceuticals,  suffered  significant  declines.  In general, the
technology-led growth stocks, which are characterized by above-average prices in
relation to such  fundamentals  as earnings and book value,  far outpaced  value
stocks.  However,  there was a change in  leadership  among  growth  stocks,  as
large-cap issues, the front-runners for the past several years, were outpaced by
mid- and small-cap growth companies.

     The  disparity  in returns  between  growth and value stocks was wide among
large-cap stocks and enormous among smaller stocks. Within the large-cap S&P 500
Index, growth stocks returned 12.2% during the six months versus -5.0% for value
stocks.  The growth/value gap was nearly 80 percentage points within the Russell
Midcap  Index--growth  stocks in the index  returned 67.3% during the half-year,
while value stocks declined -11.2%.  Growth stocks within the small-cap  Russell
2000 Index gained 66.0%, while value stocks were up just 2.8%.

                                       1
<PAGE>


     The U.S. economy  continued to expand  impressively  during the six months,
completing a record 108 months of uninterrupted growth. Consumer spending helped
boost the nation's  gross  domestic  product to an annual growth rate of 6.9% in
the final three months of 1999,  and the  unemployment  rate hovered  around 4%.
Though  inflation  measures--both  at the  consumer and  wholesale  levels--were
relatively  benign,  a sharp spike in oil prices and hints of price  pressure in
the  production   pipeline  for  some  goods  raised  concerns  about  increased
inflation.   The  exceedingly  tight  labor  market,  which  shows  no  sign  of
slackening,  continues to suggest that higher wages--and, thus, higher prices of
goods and services--could be on the way.

     The U.S. bond market, meanwhile, was characterized by a significant rise in
most  interest  rates but by a  decreasing  supply of  long-term  U.S.  Treasury
securities.  The 10-year U.S. Treasury bond--which is increasingly viewed as the
main benchmark for the bond  market--ended  the six-month period with a yield of
6.41%, up from 5.97% on August 31, 1999. The yield of the 30-year  Treasury bond
rose only slightly  during the six months,  ending at 6.14%,  slightly above its
starting point of 6.06%.  The rise in the long-term  bond's yield was restrained
by the Treasury's plan to reduce supply of long-term bonds due to federal budget
surpluses.

PERFORMANCE OVERVIEW

Vanguard  U.S.  Growth  Fund's  absolute  return of 13.6% is a fine result for a
half-year.  However,  our performance should also be judged in relation to funds
with similar investment  objectives.  On that score, we came up short,  trailing
the average return of large-cap growth funds by nearly 16 percentage points. The
main  reason  for  our  shortfall  was  that  large-cap  stocks--our  bread  and
butter--trailed  smaller growth stocks.  In addition,  we held smaller stakes in
the hottest segments of the market than most growth-oriented funds.

     We fell short of the 22.5% return of the Russell 1000 Growth Index  largely
because our technology  holdings,  which gained about 18%, badly trailed the 53%
gain for the index's  tech stocks.  Also,  we had a smaller  commitment  to this
sector than did the  index--an  average of about 33% during the period  versus a
weighting   of   about   38%  for  the   index.   The   bright   spots   in  our
portfolio--excellent     stock    selection    among    the    consumer-staples,
financial-services,  and  producer-durables  groups--were not enough to overcome
the deficit in technology.  Keeping pace with an unmanaged  index is a difficult
task because  indexes do not incur the  operating  expenses  and  administrative
costs that mutual funds must bear.

     Over  the  past  six  months,   our   holdings--and  the  stock  market  in
general--have  become far more heavily weighted in technology  companies.  As of
February 29, 2000, the fund's commitment to technology stocks stood at about 40%
of assets, up from about 25% in February 1999. The tech weighting in the Russell
1000  Growth  Index on  February  29 was  about  46%,  up from  about 24% a year
earlier.  Nine of our ten largest holdings are  technology-related  stocks.  The
concentration  of our assets in our ten  largest  holdings  has also  increased,
rising  from  about  38% one year ago to more  than 43% at the end of  February.
These  changes,  of  course,  increase  the  riskiness  of the fund by tying its
fortunes more closely to a select group of stocks.

     Over the long run,  we expect to provide  performance  that is  superior to
that of funds with similar investment objectives and policies--a goal we haven't
met over the past 18 months. We base this expectation of superior performance in
part on our low

                                       2

<PAGE>

operating costs,  which total 0.39% of average net assets,  well below the 1.41%
annual expense ratio charged by the average large-cap growth fund.

     It should go without  saying  that the  returns of growth  stocks  will not
always be as strong as they've been in recent  years.  Downturns  are certain to
occur periodically,  although the timing of market  downturns--and  upsurges--is
unpredictable.

IN SUMMARY

During  periods when a particular  market  segment or asset class  dominates all
others,  the importance of diversification  can be difficult to appreciate.  But
these are  precisely  the periods  when  diversification  is most  valuable.  We
caution against the urge to forsake a diversified approach to investing.

     A balanced investment program of stock funds, bond funds, and cash reserves
provides  exposure to both leading and lagging market  segments and ensures that
you participate in the market's gains while avoiding some of the risk.  Sticking
with a thoughtfully constructed plan, while trying at times, is a logical way to
address the cyclical nature of the financial markets and is a solid approach for
long-term investment success.

[SIGNATURE OF JOHN J. BRENNAN]
John J. Brennan
Chairman and Chief Executive Officer

March 14, 2000

                                       3

<PAGE>


THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED FEBRUARY 29, 2000

A strong  expansion in economic growth,  both at home and abroad,  led to robust
returns  for stocks but anemic  returns  for bonds  during the six months  ended
February 29, 2000.

     Big gains for growth  stocks--especially those of computer,  biotechnology,
and wireless  communications  companies--pushed  global markets higher.  Returns
from  bonds were hurt by a rise in  interest  rates amid  worries  that  surging
economic growth would push up inflation.

U.S. STOCK MARKETS

Stock prices rose, on average,  during the half-year.  A burgeoning  economy and
solid increases in current and projected corporate earnings generally outweighed
investors'  concern about rising interest rates.  The U.S. market as a whole, as
measured by the  Wilshire  5000 Total  Market  Index,  rose 13.4% during the six
months ended  February 29. For a change,  small- and  mid-capitalization  stocks
outperformed large-cap issues. The S&P 500 Index, a large-cap benchmark,  gained
4.1%, while the rest of the market,  as measured by the Wilshire 4500 Completion
Index, was up a remarkable 46.6%.


- --------------------------------------------------------------------------------
                                                     TOTAL RETURNS
                                            PERIODS ENDED FEBRUARY 29, 2000
                                        ----------------------------------------
                                           6 MONTHS      1 YEAR      5 YEARS*
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                             4.1%         11.7%       25.1%
  Russell 2000 Index                       35.8          49.3        19.2
  Wilshire 5000 Index                      13.4          21.7        25.1
  MSCI EAFE Index                          13.8          25.8        13.2
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index               1.9%          1.1%        7.0%
  Lehman 10 Year Municipal Bond Index       0.6          -1.5         6.1
  Salomon Smith Barney 3-Month
     U.S. Treasury Bill Index               2.5           4.9         5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                      1.6%          3.2%        2.4%
- --------------------------------------------------------------------------------
*Annualized.

     Surging prices of growth-oriented,  technology-related stocks caused a wide
gap, across all size groups,  in the returns of growth and value stocks.  Within
the S&P 500 Index, growth stocks outpaced value stocks by 17.2 percentage points
(+12.2% for growth stocks versus -5.0% for value  stocks).  Within the small-cap
Russell 2000 Index,  growth beat value by a huge 63.2 percentage  points (+66.0%
versus +2.8%).

     An amazing 21 of 54 technology stocks in the S&P 500 Index gained more than
100% during the half-year.  Some observers viewed such gains,  along with a rise
in margin borrowing by investors, as signs of speculative excess.  Nevertheless,
several factors  contributed to the sector's dominance,  including  fast-growing
revenues;  rapid development of computer and  communications  gear and services;
high  demand  for  digital   products   by   corporations   seeking  to  improve
productivity; and the opening of international markets.

     Interestingly,  the stock  market's  surge was itself  cited as a potential
worry by Federal Reserve Board Chairman Alan Greenspan.  Higher stock prices, he
said,  made  individuals  feel wealthier and contributed to a rise in demand for
goods and services that is outstripping the growth rate of supply.

                                       4
<PAGE>


     The Fed,  seeking  to slow the  economy to  prevent  inflation,  raised its
target for  short-term  interest rates twice during the half-year and was widely
expected to  engineer  further  increases.  Inflation  did, in fact,  accelerate
somewhat.  The Consumer Price Index  registered a 1.6% gain during the six-month
period and was up 3.2% for the 12 months through February.

     Higher  rates can hurt stock  prices  because  many  investors,  in valuing
stocks,  use current interest rates to discount the value of future earnings and
dividends  that they expect to receive.  The higher the discount,  the lower the
present value of future earnings and dividends.  But for tech stocks,  at least,
investor enthusiasm overcame any qualms about higher rates.



U.S. BOND MARKETS

Rapid  economic  growth  may cheer  stock  investors,  but it tends to make bond
investors anxious. With economic growth running at better than a 4% annual rate,
and  with   unemployment   hovering   around  a  30-year   low  of  4.0%,   bond
investors--like Fed policymakers--were concerned that inflation would inevitably
heat up.  And  inflation  is the bane of  bondholders  because  it  reduces  the
purchasing power of future payments of interest and principal.

     Inflation  did  worsen a bit during the  half-year,  but for those  looking
ahead,  the economic  tea leaves  could  support  either of two  forecasts.  The
pessimistic  view was that  increased  inflation was bound to result from higher
prices for oil and other commodities and higher wages (wage and salary income in
January 2000 was 6.6% higher than a year before). Optimists countered that oil's
higher price was  temporary  and that  rapidly  rising  productivity  would help
businesses to offset higher wage costs.

     In any event,  interest rates increased and bond prices,  which move in the
opposite  direction,  fell during the  half-year.  For long-term  U.S.  Treasury
securities,  the rise in yields was muted by a shrinking  supply of  securities.
Because of the federal budget surplus,  the Treasury issued fewer new securities
and even began  repurchasing  some  outstanding  bonds. The yield of the 30-year
Treasury bond rose a mere 8 basis points  (0.08%),  to 6.14% on February 29 from
6.06% on August 31. The yield of the 10-year  Treasury rose 44 basis points,  to
6.41% from 5.97%.  Money market rates,  which are most influenced by the Federal
Reserve, rose more steeply: Yields on 3-month T-bills increased on balance by 81
basis points, to 5.78% on February 29.

     The Lehman Aggregate Bond Index, the benchmark for the overall taxable bond
market,  returned  1.9%  for the six  months,  as  interest  income  of 7.0% was
partially offset by a 5.1% average decline in bond prices.



INTERNATIONAL STOCK MARKETS

Stock prices in Europe,  Asia, and many emerging markets rose sharply during the
half-year as investors  responded to  improving  economic  conditions  and to an
increase in corporate merger and acquisition activity. The return from developed
foreign   markets  was  13.8%,   as  measured  by  the  Morgan  Stanley  Capital
International Europe, Australasia, Far East (EAFE) Index.

         In  Europe,  an  average  return of 22.2% in  local-currency  terms was
reduced to 13.8% for U.S.  investors  because of the U.S. dollar's gains against
European currencies. (Returns from abroad are diminished when the dollar's value
rises against other currencies,  and augmented when the dollar falls.) Stocks in
the Pacific region, which is dominated by Japan,  returned 13.1% in U.S. dollars
and 13.7% in local-currency terms. The Select Emerging Markets Free Index soared
26.3% in U.S. dollars, led by huge gains in Turkey (+159%) and Brazil (+62%).

                                       5

<PAGE>

REPORT FROM THE ADVISER

Vanguard U.S.  Growth Fund generated a healthy 13.6% return during the first six
months of the fiscal year. However, we acknowledge that this result was short of
the returns  from some growth  stock  indexes and the average  return from other
growth mutual funds.

     Returns  diverged  widely  among  segments  of the  growth-stock  universe,
notably in terms of market  capitalization.  The trend shows up in returns  from
the growth  stocks  within the S&P 500 Index,  which is  dominated  by large-cap
stocks,  compared  with the  growth  issues in the  Russell  1000  Index,  which
includes many mid-cap companies.  That perennial winner of recent years, the S&P
500/BARRA Growth Index, recorded a 12.2% return for the six months, during which
the Russell 1000 Growth Index increased  22.5%.  This gap in returns for the two
indexes was unusually  wide--a  result of the  veritable  explosion in prices of
mid-cap growth stocks,  which rose 67% during the half-year.  The average return
for large-cap  growth mutual funds,  many of which hold more mid-cap stocks than
your fund,  benefited  from this trend,  reaching  29.3%.  In prior periods when
larger  growth  companies  excelled,  your  U.S.  Growth  Fund  has  comfortably
outdistanced the average return from its fund counterparts.

- -----------------------------------------------
             TEN LARGEST HOLDINGS
- -----------------------------------------------
                                 PERCENTAGE
COMPANY                         OF NET ASSETS
- -----------------------------------------------
 1.Cisco Systems, Inc.               8.9%
 2.Microsoft Corp.                   6.1
 3.General Electric Co.              5.5
 4.EMC Corp.                         3.6
 5.Intel Corp.                       3.6
 6.Texas Instruments, Inc.           3.4
 7.America Online, Inc.              3.3
 8.Sun Microsystems, Inc.            3.1
 9.Applied Materials, Inc.           3.0
10.Nokia Corp. ADR                   2.8
- -----------------------------------------------
Total                               43.3%
- -----------------------------------------------

     Your  portfolio  managers would like to share some  perspectives  on how we
construct the fund. We tend not to vary significantly from our benchmark index's
weightings in subsectors of the growth-stock  market.  Instead, we rely on stock
selection  to add  value.  While  the  fund  has a  striking  52% of  assets  in
technology and  telecommunications  companies (up from 38% six months ago), this
exposure  is close to the market  weight for these  groups,  as  measured by the
Russell 1000 Growth Index. In the past 12 months, the tech/telecom  weighting in
the growth  indexes has doubled.  The rise in these  stocks'  proportion  of the
market is truly  extraordinary--indeed,  it may well be unique in the history of
the  securities  markets.  The tech sector is  generating  a wave of growth with
valuable  new  technologies  that  sometimes  appear to have  nearly  open-ended
potential.  Not only consumers,  like you and us, but also almost all businesses
are joining in this  technological  revolution,  and it is  changing  the way we
conduct our lives.

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

     In  keeping  with  this  outlook,   and  based  on  their  strong  business
fundamentals,  four of the fund's five largest  purchases in the last six months
were  technology-related  stocks: America Online, Sun

                                       6
<PAGE>

Microsystems,  Oracle, and Texas Instruments. Nine of the ten largest gainers in
the fund were tech stocks;  the other was General Electric.  And, as of February
29, nine of the fund's ten largest positions were technology companies,  broadly
defined.

     As your adviser,  Lincoln  Capital has responded to the gigantic  shifts in
the  market in other  ways as well.  We are about to retain a third  experienced
analyst  in the  tech/telecom  field,  and we expect to add a fourth  later this
year.  These  additions will permit us to further  intensify our coverage of the
field, especially in telecom and mid-cap tech stocks.

     It is an exciting time.

     For the first time since  Lincoln  Capital began  advising the U.S.  Growth
Fund 12 years ago, a new member has joined the portfolio  management  team. This
is John Cole. John is a seasoned professional,  who has spent nearly three years
at Lincoln and a decade in the investment  field. His presence assures continued
stability and continuity in your management team.

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

March 10, 2000

                                       7

<PAGE>


FUND PROFILE
U.S. GROWTH FUND

This Profile  provides a snapshot of the fund's  characteristics  as of February
29, 2000, compared where appropriate to an unmanaged index. Key elements of this
Profile are defined on page 9.

PORTFOLIO CHARACTERISTICS
- ---------------------------------------------
                    U.S. GROWTH      S&P 500
- ---------------------------------------------
Number of Stocks             68          500
Median Market Cap       $121.1B       $84.1B
Price/Earnings Ratio      46.9x        26.2x
Price/Book Ratio          12.0x         5.2x
Yield                      0.2%         1.2%
Return on Equity          28.6%        23.7%
Earnings Growth Rate      21.3%        16.6%
Foreign Holdings           3.6%         1.2%
Turnover Rate              55%*           --
Expense Ratio            0.39%*           --
Cash Reserves              2.3%           --

*Annualized.


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



VOLATILITY MEASURES
- ------------------------------------------
                 U.S. GROWTH       S&P 500
- ------------------------------------------
R-Squared               0.91          1.00
Beta                    1.02          1.00



TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- ------------------------------------------
Cisco Systems, Inc.                   8.9%
Microsoft Corp.                       6.1
General Electric Co.                  5.5
EMC Corp.                             3.6
Intel Corp.                           3.6
Texas Instruments, Inc.               3.4
America Online, Inc.                  3.3
Sun Microsystems, Inc.                3.1
Applied Materials, Inc.               3.0
Nokia Corp. ADR                       2.8
- ------------------------------------------
Top Ten                              43.3%

<TABLE>
<CAPTION>
SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- -----------------------------------------------------------------------------------------
                                           FEBRUARY 28, 1999        FEBRUARY 29, 2000
                                         ------------------------------------------------
                                              U.S. GROWTH        U.S. GROWTH      S&P 500
- -----------------------------------------------------------------------------------------
<S>                                               <C>               <C>            <C>
Auto & Transportation .................           0.0%              0.0%            1.9%
Consumer Discretionary ................          12.0              11.4            12.4
Consumer Staples ......................          15.9               8.7             5.7
Financial Services ....................          12.1               7.5            12.7
Health Care ...........................          23.0              11.7             9.5
Integrated Oils .......................           0.0               0.0             4.6
Other Energy ..........................           0.0               0.0             1.7
Materials & Processing ................           2.4               0.6             2.6
Producer Durables .....................           2.4               5.9             3.9
Technology ............................          24.9              41.0            29.4
Utilities .............................           0.0               3.5             9.8
Other .................................           7.3               9.7             5.8
- -----------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

TURNOVER RATE. An indication of trading  activity during the period.  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.

                                       9
<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-FEBRUARY 29, 2000
- ---------------------------------------------------------------
             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
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
2000*     13.1     0.5     13.6          4.1
- ---------------------------------------------------------------
*Six months ended February 29, 2000
See Financial Highlights table on page 15 for dividend and
capital gains information for the past five years.


<TABLE>
<CAPTION>

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED DECEMBER 31, 1999*
- ---------------------------------------------------------------------------------------------------------
                                                                                  10 YEARS
                                   INCEPTION                          -----------------------------------
                                     DATE     1 YEAR   5 YEARS        CAPITAL      INCOME      TOTAL
<S>                                   <C>      <C>      <C>            <C>          <C>         <C>
- ---------------------------------------------------------------------------------------------------------
U.S. Growth Fund                   1/6/1959    22.28%   30.34%        18.45%        1.32%      19.77%
- ---------------------------------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return  information through the latest
calendar quarter.
</TABLE>
                                       10
<PAGE>

FINANCIAL STATEMENTS
FEBRUARY 29, 2000 (UNAUDITED)

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,  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*
U.S. GROWTH FUND                                   SHARES                 (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (97.3%)
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY (11.1%)
o America Online, Inc.                         10,500,000               619,500
  Home Depot, Inc.                              5,700,000               329,531
  Wal-Mart Stores, Inc.                         6,700,000               326,206
  Time Warner, Inc.                             2,800,000               239,400
  Gillette Co.                                  5,500,000               193,875
  The Walt Disney Co.                           2,800,000                93,800
o Amazon.com, Inc.                              1,300,000                89,537
o Bed Bath & Beyond, Inc.                       2,200,000                62,425
o Clear Channel Communications, Inc.              800,000                53,300
  TJX Cos., Inc.                                2,600,000                41,438
  McDonald's Corp.                                457,300                14,434
                                                                   -------------
                                                                      2,063,446
                                                                   -------------
CONSUMER STAPLES (8.5%)
  Procter & Gamble Co.                          5,600,000               492,800
  The Coca-Cola Co.                             7,100,000               343,906
  CVS Corp.                                     6,096,200               213,367
  PepsiCo, Inc.                                 6,600,000               212,850
  Colgate-Palmolive Co.                         3,200,000               167,000
  Walgreen Co.                                  4,721,000               121,861
o The Kroger Co.                                2,114,800                31,458
                                                                   -------------
                                                                      1,583,242
                                                                   -------------
FINANCIAL SERVICES (7.3%)
  MBNA Corp.                                    9,600,000               218,400
  Paychex, Inc.                                 4,200,000               210,263
  American International Group, Inc.            2,200,000               194,562
  American Express Co.                          1,345,300               180,522
  Automatic Data Processing, Inc.               3,900,000               169,894
  State Street Corp.                            2,200,000               160,325
  Capital One Financial Corp.                   4,200,000               154,612
o Concord EFS, Inc.                             3,600,000                70,425
                                                                   -------------
                                                                      1,359,003
                                                                   -------------
HEALTH CARE (11.4%)
  Warner-Lambert Co.                            5,900,000               504,819
  Eli Lilly & Co.                               5,500,000               326,906
  Schering-Plough Corp.                         7,600,000               265,050
  American Home Products Corp.                  4,700,000               204,450
o Amgen, Inc.                                   2,900,000               197,744
  Bristol-Myers Squibb Co.                      3,300,000               187,481
  Johnson & Johnson                             2,100,000               150,675
  AstraZeneca Group PLC ADR                     4,207,800               139,383
o ALZA Corp.                                    1,786,900                65,557
  Pharmacia & Upjohn, Inc.                      1,153,100                54,916
  Merck & Co., Inc.                               408,800                25,167
                                                                   -------------
                                                                      2,122,148
                                                                   -------------




MATERIALS & PROCESSING (0.6%)
o Sealed Air Corp.                              1,800,000                89,438
o W.R. Grace & Co.                              2,600,000                26,162
                                                                   -------------
                                                                        115,600
                                                                   -------------

PRODUCER DURABLES (5.7%)
o Applied Materials, Inc.                       3,028,300               553,990
o Nokia Corp. ADR                               2,596,300               514,879
                                                                   -------------
                                                                      1,068,869
                                                                   -------------
TECHNOLOGY (39.9%)
  COMMUNICATIONS TECHNOLOGY (15.1%)
o Cisco Systems, Inc.                          12,516,300             1,654,498
  Lucent Technologies, Inc.                     5,700,000               339,150
  Corning, Inc.                                 1,174,000               220,712
o JDS Uniphase Corp.                              700,000               184,625
o QUALCOMM, Inc.                                  775,500               110,460
o Juniper Networks, Inc.                          300,000                82,294

                                       11
<PAGE>
- --------------------------------------------------------------------------------
                                                                         MARKET
                                                                         VALUE*
U.S. GROWTH FUND                                   SHARES                 (000)
- --------------------------------------------------------------------------------
o Inktomi Corp.                                   600,000          $     82,275
o Tellabs, Inc.                                 1,706,200                81,898
o CIENA Corp.                                     308,000                49,222

  COMPUTER SERVICES SOFTWARE & SYSTEMS (8.2%)
o Microsoft Corp.                              12,700,000             1,135,062
o Oracle Corp.                                  5,300,000               393,525

  COMPUTER TECHNOLOGY (8.1%)
o EMC Corp.                                     5,700,000               678,300
o Sun Microsystems, Inc.                        6,100,000               581,025
o Dell Computer Corp.                           6,000,000               244,875

  ELECTRONICS--SEMICONDUCTORS/COMPONENTS (7.8%)
  Intel Corp.                                   5,900,000               666,700
  Texas Instruments, Inc.                       3,800,000               632,700
o Broadcom Corp.                                  800,000               157,900

  ELECTRONICS--TECHNOLOGY (0.7%)
o Solectron Corp.                               2,100,000               137,550

                                                                   -------------
                                                                      7,432,771
                                                                   -------------
UTILITIES (3.4%)
o MCI WorldCom, Inc.                            6,150,000               274,444
  SBC Communications Inc.                       4,267,600               162,169
o Level 3 Communications, Inc.                  1,000,000               113,875
  Comcast Corp.-Special Class A                 1,900,000                80,750
                                                                   -------------
                                                                        631,238
                                                                   -------------
OTHER (9.4%)
  General Electric Co.                          7,800,000             1,031,062
  Monsanto Co.                                  9,400,000               364,838
  Tyco International Ltd.                       6,000,000               227,625
  Illinois Tool Works, Inc.                     2,600,000               134,387
                                                                   -------------
                                                                      1,757,912
                                                                   -------------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(COST $11,547,278)                                                   18,134,229
- --------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCK (0.4%)
- --------------------------------------------------------------------------------
  Sealed Air Corp. $ 2.00 Cvt. Pfd.
   (COST $53,909)                               1,400,000                68,163
- --------------------------------------------------------------------------------
                                                     FACE
                                                   AMOUNT
                                                    (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (2.9%)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  5.77%, 3/1/2000                                $456,492               456,492
  5.77%, 3/1/2000--Note F                          76,936                76,936
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $533,428)                                                       533,428
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (100.6%)
  (COST $12,134,615)                                                 18,735,820
- --------------------------------------------------------------------------------





















- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                           VALUE
                                                                           (000)
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.6%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                               $    274,655
Liabilities--Note F                                                    (380,666)
                                                                   -------------
                                                                       (106,011)
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 443,672,427 outstanding
  $.001 per value shares of beneficial
  interest (unlimited authorization)                                $18,629,809
================================================================================

NET ASSET VALUE PER SHARE                                                $41.99
================================================================================
*See Note A in Notes to Financial Statements.
oNon-Income-Producing Security.
ADR--American Depositary Receipt.



- --------------------------------------------------------------------------------
 AT FEBRUARY 29, 2000, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                                   AMOUNT                   PER
                                                    (000)                 SHARE
- --------------------------------------------------------------------------------
 Paid in Capital                              $11,204,137                $25.25
 Overdistributed Net
  Investment Income                                (6,949)                 (.01)
 Accumulated Net Realized Gains                   831,416                  1.87
 Unrealized Appreciation--
  Note E                                        6,601,205                 14.88
- --------------------------------------------------------------------------------
NET ASSETS                                    $18,629,809                $41.99
================================================================================

                                       12
<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
                                              SIX MONTHS ENDED FEBRUARY 29, 2000
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends                                                       $     49,307
   Interest                                                               9,128
   Security Lending                                                           4
                                                                   -------------
      Total Income                                                       58,439
                                                                   -------------
EXPENSES
   Investment Advisory Fees--Note B                                       9,629
   The Vanguard Group--Note C
      Management and Administrative                                      23,202
      Marketing and Distribution                                          1,256
   Custodian Fees                                                            16
   Auditing Fees                                                              7
   Shareholders' Reports                                                    212
   Trustees' Fees and Expenses                                               11
                                                                   -------------
      Total Expenses                                                     34,333
      Expenses Paid Indirectly--Note C                                   (2,126)
                                                                   -------------
      Net Expenses                                                       32,207
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    26,232
- --------------------------------------------------------------------------------
REALIZED NET GAIN ON INVESTMENT SECURITIES SOLD                         870,538
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
 OF INVESTMENT SECURITIES                                             1,294,524
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $2,191,294
================================================================================

                                       13
<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
                                                             ---------------------------------
                                                                SIX MONTHS               YEAR
                                                                     ENDED              ENDED
                                                             FEB. 29, 2000      AUG. 31, 1999
                                                                     (000)              (000)
- ----------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                            26,232             82,729
   Realized Net Gain                                               870,538            802,298
   Change in Unrealized Appreciation (Depreciation)              1,294,524          2,867,213
                                                             ---------------------------------
      Net Increase in Net Assets Resulting from Operations       2,191,294          3,752,240
                                                             ---------------------------------
DISTRIBUTIONS
   Net Investment Income                                           (87,494)           (63,675)
   Realized Capital Gain                                          (841,607)          (774,154)
                                                             ---------------------------------
      Total Distributions                                         (929,101)          (837,829)
                                                             ---------------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                        2,650,544          5,653,573
   Issued in Lieu of Cash Distributions                            899,201            811,835
   Redeemed                                                     (2,189,296)        (2,959,346)
                                                             ---------------------------------
      Net Increase from Capital Share Transactions               1,360,449          3,506,062
- ----------------------------------------------------------------------------------------------
   Total Increase                                                2,622,642          6,420,473
- ----------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                          16,007,167          9,586,694
                                                             ---------------------------------
   End of Period                                               $18,629,809        $16,007,167
==============================================================================================

1Shares Issued (Redeemed)

   Issued                                                           63,517            151,298
   Issued in Lieu of Cash Distributions                             21,409             23,255
   Redeemed                                                        (52,505)           (79,056)
                                                             --------------------------------
      Net Increase in Shares Outstanding                            32,421             95,497
==============================================================================================
</TABLE>

                                       14
<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,
FOR A SHARE OUTSTANDING                  SIX MONTHS ENDED    --------------------------------------------------
THROUGHOUT EACH PERIOD                      FEB. 29, 2000        1999       1998      1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>        <C>       <C>       <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD               $38.92      $30.36     $27.74    $22.62    $18.83    $15.52
- ---------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                              .07         .21        .21       .27       .26       .25
   Net Realized and Unrealized Gain (Loss)
    on Investments                                   5.23       10.85       3.57      6.73      4.39      3.24
                                                   ------------------------------------------------------------
      Total from Investment Operations               5.30       11.06       3.78      7.00      4.65      3.49
                                                   ------------------------------------------------------------
DISTRIBUTIONS
   Dividends from Net Investment Income              (.21)       (.19)      (.27)     (.26)     (.29)     (.18)
   Distributions from Realized Capital Gains        (2.02)      (2.31)      (.89)    (1.62)     (.57)       --
                                                   ------------------------------------------------------------
      Total Distributions                           (2.23)      (2.50)     (1.16)    (1.88)     (.86)     (.18)
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                     $41.99      $38.92     $30.36    $27.74    $22.62    $18.83
===============================================================================================================

TOTAL RETURN                                       13.62%      37.38%     14.01%    32.50%    25.28%    22.75%
===============================================================================================================

RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Period (Millions)           $18,630     $16,007     $9,587    $7,445    $4,544    $2,989
   Ratio of Total Expenses to
      Average Net Assets                           0.39%*       0.39%      0.41%     0.42%     0.43%     0.47%
   Ratio of Net Investment Income to
      Average Net Assets                           0.30%*       0.59%      0.69%     1.13%     1.32%     1.59%
   Portfolio Turnover Rate                           55%*         49%        48%       35%       44%       32%
===============================================================================================================
*Annualized.
</TABLE>

                                       15
<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 six months ended February 29, 2000, the advisory fee represented
an effective annual rate of 0.11% 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 February 29, 2000, the fund had contributed  capital of $3,701,000
to Vanguard  (included in Other  Assets),  representing  0.02% of the fund's net
assets and 3.7% of Vanguard's  capitalization.  The fund's Trustees and officers
are also Directors and officers of Vanguard.

     The fund has asked  its  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
six months  ended  February  29,  2000,  these  arrangements  reduced the fund's
expenses by $2,126,000 (an annual rate of 0.02% of average net assets).

                                       16
<PAGE>


D. During  the  six   months  ended   February  29,  2000,  the  fund  purchased
$4,940,010,000  of investment  securities and sold  $4,729,956,000 of investment
securities other than temporary cash investments.

E. At February 29, 2000, net unrealized  appreciation  of investment  securities
for  financial  reporting  and federal  income tax purposes was  $6,601,205,000,
consisting of unrealized gains of $7,200,727,000 on securities that had risen in
value since their purchase and  $599,522,000 in unrealized  losses on securities
that had fallen in value since their purchase.

F. The market  value of  securities  on loan to  broker/dealers  at February 29,
2000, was  $74,498,000,  for which the fund held cash collateral of $76,936,000.
Cash collateral received is invested in repurchase agreements.

                                       17
<PAGE>

THE VANGUARD FAMILY OF FUNDS

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

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

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









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

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

*Offers Institutional Shares.

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

                                       18

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

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

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


TRUSTEES

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

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

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

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

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

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

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

J.  LAWRENCE  WILSON  (1985)  Retired  Chairman of Rohm & Haas Co.;  Director of
AmeriSource Health Corporation,  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>

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

ABOUT OUR COVER

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

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

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

Q232-04/11/2000

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


<PAGE>


VANGUARD(R)
INTERNATIONAL
GROWTH FUND

February 29, 2000

SEMIANNUAL

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

<PAGE>

HAVE THE PRINCIPLES OF INVESTING CHANGED?

         In a  world  of  frenetic  change  in  business,  technology,  and  the
financial  markets,  it is natural to wonder  whether  the basic  principles  of
investing have changed.

         We don't think so.

         The most successful  investors over the coming decade will be those who
began the new century with a fundamental  understanding  of risk and who had the
discipline to stick with long-term investment programs.

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

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

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

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

         o Invest for the long term. Pursuing your long-term investment goals is
 more like a marathon than a sprint.
         o Diversify your investments with holdings in stocks, bonds,  and  cash
investments.  Remember that, at any moment, some part of a diversified portfolio
will lag other  parts,  and be wary of taking on more risk by "piling  onto" the
best-performing  part of your holdings.  Today's leader could well be tomorrow's
laggard.
         o Step back from the daily frenzy of the markets; focus on your overall
asset allocation.
         o Capture as much of the  market's  return as  possible  by  minimizing
costs and taxes.  Costs and taxes diminish long-term returns while doing nothing
to reduce the risks you incur as an investor.

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

CONTENTS
REPORT FROM THE CHAIRMAN............1
THE MARKETS IN PERSPECTIVE..........3
REPORT FROM THE ADVISER.............5
PERFORMANCE SUMMARY.................7
FUND PROFILE........................8
FINANCIAL STATEMENTS...............11
- -----------------------------------------

All  comparative  mutual fund data are from Lipper  Inc. or  Morningstar,  Inc.,
unless otherwise noted.
"STANDARD & POOR'S(R),"  "S&P(R),"  "S&P  500(R),"  "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc. Frank Russell Company is
the  owner  of  trademarks  and  copyrights  relating  to the  Russell  Indexes.
"Wilshire 4500" and "Wilshire 5000" are trademarks of Wilshire Associates.

<PAGE>

REPORT FROM THE CHAIRMAN

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

Vanguard  International  Growth  Fund  provided a robust  total  return of 24.0%
during the six months  ended  February 29,  2000,  as many of the world's  major
stock markets registered impressive gains.

         The table at right presents the six-month total returns (capital change
plus  reinvested  dividends)  for the fund and its  comparative  standards:  the
average   international   stock  fund,  the  unmanaged  Morgan  Stanley  Capital
International Europe,  Australasia,  Far East (EAFE) Index, and a subset of that
benchmark--the  MSCI EAFE Growth Index. Your fund's  performance  lagged that of
its average peer by 3.2  percentage  points.  However,  it handily  outpaced the
broader EAFE Index, its primary benchmark.

- ---------------------------------------------------------
                                         TOTAL RETURNS
                                       SIX MONTHS ENDED
                                      FEBRUARY 29, 2000
- ---------------------------------------------------------
Vanguard International Growth Fund           24.0%
- ---------------------------------------------------------
Average  International  Fund*                27.2%
- ---------------------------------------------------------
MSCI EAFE Index                              13.8%
- ---------------------------------------------------------
MSCI EAFE Growth Index                       27.3%
- ---------------------------------------------------------
*Derived from data provided by Lipper Inc.


         The  fund's  return is based on an  increase  in net asset  value  from
$19.75 per share on August 31,  1999,  to $23.22 per share on February 29, 2000,
with the latter figure  adjusted for a dividend of $0.26 per share paid from net
investment  income and a distribution  of $0.90 per share paid from net realized
capital gains.


THE PERIOD IN REVIEW

Economic conditions in the world's  industrialized  nations were generally quite
good during the six months ended  February 29, the first half of fiscal 2000 for
Vanguard  International Growth Fund. Business activity expanded at a modest pace
in Europe,  while  output rose quickly in Asia,  except for Japan.  The economic
expansion  in  the  United   States   completed  a  record  ninth  year  without
interruption.

         Indeed,  global economic news was so bright that some investors fretted
that  inflation--particularly  in the  United  States--could  ignite,  prompting
higher interest rates and lower demand for equities. Indeed, there were hints of
inflation:  a spike in oil  prices,  rising wage costs,  and some  tightness  in
supplies of some goods. The U.S. Federal Reserve Board, the Bank of England, and
the European  Central Bank each made  preemptive  strikes  against  inflation by
raising  interest  rates during the period.  Strong growth in  productivity  and
higher  corporate  earnings  proved  soothing to investors,  however,  and stock
prices in most countries moved higher.

         Five of the seven countries that dominate the EAFE Index,  which tracks
developed  markets in Europe and the Pacific Rim, saw rising stock prices during
the six-month period.  Markets in Germany,  France, and Italy soared,  providing
total returns of 35%-46% in local-currency  terms.  However, for U.S. investors,
the gains from these three  countries  were cut by about  one-third  as the euro
lost  value  versus  the  U.S.  dollar.  (Currency  fluctuations,  which  are an
additional  element of risk faced by  investors  in  international  stocks,  are
driven by changes in demand from importers,  exporters,  investors,  and central
banks.)   Stocks   in   Japan--which   accounted   for  more  than  26%  of  the
capitalization-weighted EAFE Index as of February 29--rose about 14% in both yen
and dollar terms.

                                       1

<PAGE>

         The U.S. stock market during the half-year  returned 13.4%, as measured
by the Wilshire 5000 Total Market Index,  the broadest  measure of U.S.  stocks.
Small- and  mid-capitalization  stocks led the advance,  while the large-cap S&P
500 Index lagged with a gain of 4.1%.

         Volatility was evident in emerging markets,  as usual.  Brazil provided
an amazing six-month total return of more than 62% in U.S.-dollar  terms,  while
Malaysia  and Mexico each gained more than 33%.  South Korea went the other way,
declining more than -11%.


PERFORMANCE OVERVIEW

Vanguard  International  Growth  Fund's  gain of 24.0% was a very high  absolute
return for a mere six-month  period.  However,  our  performance  should also be
judged in comparison with funds with similar objectives.  On that score, we came
up short,  trailing the average return of  international  stock funds by about 3
percentage  points.  This was  primarily  because we held smaller  stakes in the
technology,  media,  and  telecommunications  sectors  during the period.  These
sectors  provided  exceptionally  high returns  but--mindful of their risks--our
adviser held smaller positions in them than the average  international  fund. We
lagged the 27.3% return of the tech-heavy EAFE Growth Index for the same reason.

         The fund did  benefit  from its  holdings  in these  sectors,  however,
enabling us to outperform the overall EAFE Index.  Compared with the index,  the
fund was also helped by our lighter  weighting in the United Kingdom,  where the
average stock posted a modest loss. On average during the period,  the fund held
13% of its assets in the United Kingdom--well below the region's 19% position in
the  EAFE  Index.  (The  acquisition  of  Germany's  Mannesmann  by the  British
mobile-telephone  company  Vodafone bumped this stake up to about 17% at the end
of the fiscal  half-year.) Of course, the weakness of U.K. stocks restrained the
absolute return of the fund.

         Over the long run, we expect to provide performance superior to that of
funds with similar investment  objectives and policies. We base this expectation
in part on the low  operating  costs that are a key part of the  Vanguard  value
proposition.  Over the past six months,  for example,  the International  Growth
Fund had annualized  costs  totaling  0.52% of average net assets,  or $5.20 per
$1,000 in  assets--well  below the 1.72%,  or $17.20 per $1,000,  expense  ratio
charged by the average international fund.


IN SUMMARY

During periods when one market segment or asset class dominates all others,  the
importance  of  diversification  can be difficult to  appreciate.  But these are
precisely the periods when  diversification is most valuable in mitigating risk.
We strongly advise investors to maintain a diversified approach to investing.

         A  balanced   investment   program  that  includes  both  domestic  and
international  stock funds,  as well as bond funds and cash  reserves,  provides
exposure to all market segments and ensures that you participate in the market's
gains while avoiding some of the risk. Sticking with a thoughtfully  constructed
plan,  while  trying at times,  is a solid  approach  for  long-term  investment
success.

[SIGNATURE OF JOHN J. BRENNAN]
John J. Brennan
Chairman and Chief Executive Officer

March 17, 2000

                                       2

<PAGE>


THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED FEBRUARY 29, 2000

     A strong  expansion  in economic  growth,  both at home and abroad,  led to
robust  returns for stocks but anemic  returns  for bonds  during the six months
ended February 29, 2000.

     Big gains for growth  stocks--especially those of computer,  biotechnology,
and wireless  communications  companies--pushed  global markets higher.  Returns
from  bonds were hurt by a rise in  interest  rates amid  worries  that  surging
economic growth would push up inflation.


U.S. STOCK MARKETS

Stock prices rose, on average,  during the half-year.  A burgeoning  economy and
solid increases in current and projected corporate earnings generally outweighed
investors'  concern about rising interest rates.  The U.S. market as a whole, as
measured by the  Wilshire  5000 Total  Market  Index,  rose 13.4% during the six
months ended  February 29. For a change,  small- and  mid-capitalization  stocks
outperformed large-cap issues. The S&P 500 Index, a large-cap benchmark,  gained
4.1%, while the rest of the market,  as measured by the Wilshire 4500 Completion
Index, was up a remarkable 46.6%.

         Surging prices of growth-oriented,  technology-related  stocks caused a
wide gap,  across all size  groups,  in the returns of growth and value  stocks.
Within the S&P 500 Index, growth stocks outpaced value stocks by 17.2 percentage
points  (+12.2% for growth  stocks  versus -5.0% for value  stocks).  Within the
small-cap Russell 2000 Index, growth beat value by a huge 63.2 percentage points
(+66.0% versus +2.8%).

- -----------------------------------------------------------------------
                                              TOTAL RETURNS
                                      PERIODS ENDED FEBRUARY 29, 2000
                                     ----------------------------------
                                      6 MONTHS    1 YEAR      5 YEARS*
- -----------------------------------------------------------------------
STOCKS
  S&P 500 Index                         4.1%       11.7%       25.1%
  Russell 2000 Index                   35.8        49.3        19.2
  Wilshire 5000 Index                  13.4        21.7        25.1
  MSCI EAFE Index                      13.8        25.8        13.2
- -----------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index           1.9%        1.1%        7.0%
  Lehman 10 Year Municipal Bond Index   0.6        -1.5         6.1
  Salomon Smith Barney 3-Month
   U.S. Treasury Bill Index             2.5         4.9         5.2
- -----------------------------------------------------------------------
OTHER
  Consumer Price Index                  1.6%        3.2%        2.4%
- -----------------------------------------------------------------------
*Annualized.


         An amazing 21 of 54 technology  stocks in the S&P 500 Index gained more
than 100% during the half-year.  Some observers viewed such gains,  along with a
rise  in  margin  borrowing  by  investors,  as  signs  of  speculative  excess.
Nevertheless,  several factors contributed to the sector's dominance,  including
fast-growing revenues; rapid development of computer and communications gear and
services;  high demand for digital  products by corporations  seeking to improve
productivity; and the opening of international markets.

         Interestingly, the stock market's surge was itself cited as a potential
worry by Federal Reserve Board Chairman Alan Greenspan.  Higher stock prices, he
said,  made  individuals  feel wealthier and contributed to a rise in demand for
goods and services that is outstripping the growth rate of supply.

                                       3
<PAGE>


         The Fed, seeking to slow the economy to prevent  inflation,  raised its
target for  short-term  interest rates twice during the half-year and was widely
expected to  engineer  further  increases.  Inflation  did, in fact,  accelerate
somewhat.  The Consumer Price Index  registered a 1.6% gain during the six-month
period and was up 3.2% for the 12 months through February.

         Higher rates can hurt stock prices because many  investors,  in valuing
stocks,  use current interest rates to discount the value of future earnings and
dividends  that they expect to receive.  The higher the discount,  the lower the
present value of future earnings and dividends.  But for tech stocks,  at least,
investor enthusiasm overcame any qualms about higher rates.


U.S. BOND MARKETS

Rapid  economic  growth  may cheer  stock  investors,  but it tends to make bond
investors anxious. With economic growth running at better than a 4% annual rate,
and  with   unemployment   hovering   around  a  30-year   low  of  4.0%,   bond
investors--like Fed policymakers--were concerned that inflation would inevitably
heat up.  And  inflation  is the bane of  bondholders  because  it  reduces  the
purchasing power of future payments of interest and principal.

         Inflation did worsen a bit during the half-year,  but for those looking
ahead,  the economic  tea leaves  could  support  either of two  forecasts.  The
pessimistic  view was that  increased  inflation was bound to result from higher
prices for oil and other commodities and higher wages (wage and salary income in
January 2000 was 6.6% higher than a year before). Optimists countered that oil's
higher price was  temporary  and that  rapidly  rising  productivity  would help
businesses to offset higher wage costs.

         In any event,  interest rates increased and bond prices,  which move in
the opposite direction,  fell during the half-year.  For long-term U.S. Treasury
securities,  the rise in yields was muted by a shrinking  supply of  securities.
Because of the federal budget surplus,  the Treasury issued fewer new securities
and even began  repurchasing  some  outstanding  bonds. The yield of the 30-year
Treasury bond rose a mere 8 basis points  (0.08%),  to 6.14% on February 29 from
6.06% on August 31. The yield of the 10-year  Treasury rose 44 basis points,  to
6.41% from 5.97%.  Money market rates,  which are most influenced by the Federal
Reserve, rose more steeply: Yields on 3-month T-bills increased on balance by 81
basis points, to 5.78% on February 29.

         The Lehman  Aggregate Bond Index, the benchmark for the overall taxable
bond market,  returned 1.9% for the six months,  as interest  income of 7.0% was
partially offset by a 5.1% average decline in bond prices.


INTERNATIONAL STOCK MARKETS

Stock prices in Europe,  Asia, and many emerging markets rose sharply during the
half-year as investors  responded to  improving  economic  conditions  and to an
increase in corporate merger and acquisition activity. The return from developed
foreign   markets  was  13.8%,   as  measured  by  the  Morgan  Stanley  Capital
International Europe, Australasia, Far East (EAFE) Index.

         In  Europe,  an  average  return of 22.2% in  local-currency  terms was
reduced to 13.8% for U.S.  investors  because of the U.S. dollar's gains against
European currencies. (Returns from abroad are diminished when the dollar's value
rises against other currencies,  and augmented when the dollar falls.) Stocks in
the Pacific region, which is dominated by Japan,  returned 13.1% in U.S. dollars
and 13.7% in local-currency terms. The Select Emerging Markets Free Index soared
26.3% in U.S. dollars, led by huge gains in Turkey (+159%) and Brazil (+62%).

                                       4
<PAGE>

REPORT FROM THE ADVISER

Vanguard  International  Growth Fund achieved a total return of 24.0% during the
six months ended  February  29, 2000.  This was ahead of the 13.8% return of our
unmanaged benchmark, the MSCI EAFE Index, but behind the 27.2% average return of
international stock mutual funds.

         Clearly,  the past  half-year  was an  uncommon  period.  International
markets have been  electrified  by the potential of digital  technology  and the
convergence of the communications,  information,  and entertainment  industries.
Just as the United  States leads the world in personal  computer  usage,  Europe
leads the world in mobile telephones,  and over the past six months we have seen
more skirmishes in the struggle for control of this very  fast-moving  industry.
Your fund  benefited  from this battle  because of its  significant  holdings in
strategically well-positioned companies that are more likely to be acquired than
to try acquiring  others.  Vodafone's  bid for Mannesmann was the catalyst for a
reevaluation by the market of industry  prospects.  The fund had a large holding
in  Mannesmann.  We also had a big  stake in  Vivendi,  which  used its  pivotal
position  in the  takeover  to strike a very  advantageous  deal  with  Vodafone
involving  Canal Plus,  which also was one of our holdings.  The fund owns seven
other  European  telecommunications  companies.  It would not be  surprising  if
several of these were also taken over in the  industry's  current  consolidation
phase.

         The  fund's  exposure  to  technology,  media,  and  telecommunications
companies has been the most important  factor in its  performance  over the past
six months;  this  contrasts  markedly with the usual pattern,  whereby  country
exposures have been the most important.  Overall, about 44% of our assets are in
these   three   sectors:   20%  in   technology,   6%  in  media,   and  18%  in
telecommunications.  The  EAFE  Index  typically  holds  about  35% in the  same
industries.  In geographic  terms,  the fund has a strong bias toward Europe for
telecommunications  and media stocks,  and toward Asia for  companies  producing
computer hardware.

         The   performance   of  these  sectors  is  being  driven  by  dramatic
technological  advances rather than by macroeconomic  factors. It is encouraging
that the latter are also very supportive of non-U.S. stock prices at this point.

         Continental  Europe is in the sweet spot of the economic cycle.  Growth
has broadened in recent months to encompass  all the major  countries.  Business
and consumer  confidence is high.  Unemployment is falling from exceedingly high
levels,   which  should  allow  economic  expansion  for  a  protracted  period.
Government  finances are improving as revenues recover (as they have done in the
United States),  and inflationary  pressures are unlikely to be a constraint for
the foreseeable  future.  Corporations are restructuring  more aggressively than
most observers had expected, and hostile takeover bids are appearing in a region
that historically has shunned them. Finally, in Germany, signs of tax reform are
very encouraging.

- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------

         About  46%  of  the  fund  is  invested  in  continental   Europe.  Our
investments outside of technology-related areas feature many well-run companies,
which is an important  characteristic of the fund's investment strategy.  Within
the past year, ten of the companies


                                       5
<PAGE>

we hold have announced major deals expanding or refocusing their businesses, and
five of them are positioned  specifically to benefit from the region's  economic
expansion.

         Japan,  where the fund has invested about 18% of assets,  is an enigma.
During the past six months,  we widened our  holdings  there,  which in the past
were focused on a small number of world-class companies. It appears that another
massive  wave of  government  spending  due to start  later in 2000 may help the
economy to stop contracting and grow by 1.5% this year.  Typically,  when growth
is accelerating and monetary policy is accommodative,  stocks prosper.  For this
reason, we have modestly  increased  exposure to Japanese  companies that derive
most of their revenue domestically.  Not all signs are encouraging,  however. An
expanding  economy  would  provide the best climate in which to push through the
reforms that are  desperately  needed in Japan,  but neither the  government nor
most companies show much real enthusiasm for change. With elections coming later
this  year,  reform  at the  government  level has  halted.  Change is coming to
companies,  but at a  disappointingly  slow pace.  This is why, even though I am
more positive for the near term, I remain  cautious  about Japan as I look ahead
to 2001.  A weaker  currency  would  significantly  improve  the outlook for the
economy.  We expect  such a  weakening,  which is why most of our  Japanese  yen
exposure is hedged back to U.S. dollars.

         About 17% of the fund's  assets  are  invested  in the United  Kingdom.
One-quarter of this is  represented  by Vodafone,  resulting from its successful
bid for Mannesmann.  Most of our other U.K. holdings are midsized companies that
represent  outstanding value. Both large- and  small-capitalization  stocks have
performed  strongly in recent years, but a wide swath of companies in the middle
lagged.  Like the United  States,  the United Kingdom faces  inflationary  risks
because its economy is near a peak after a long expansion. For this reason, many
U.K. stocks look cheaper than they truly are. We trust our selections.

         Finally,  17%  of the  portfolio  is  invested  in  the  smaller  Asian
countries and in Latin America. The Asian countries are tremendous beneficiaries
of the  recovery in global  economic  growth and, in  particular,  in demand for
high-tech  products.  Also,  China's  economy is recovering,  which has a ripple
effect across the region.  Most of our investments  are in exporting  companies,
which should prosper if world trade remains buoyant this year, as we anticipate.
Latin America is riskier because the region is dependent on capital inflows from
abroad.  We have only 4% of assets there, as we try to balance the risk with our
positive near-term outlook.

         As I write, markets are exceptionally volatile. Despite the fund's bias
toward "new economy" companies, our holdings are well diversified,  which should
dampen price fluctuations.  However, the fund has only modest protection against
a major market swing back to value stocks.

Richard Foulkes
Schroder Investment Management North America Inc.

March 16, 2000

                                       6
<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-FEBRUARY 29, 2000
- -----------------------------------------------------------------
               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
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
2000*          22.5        1.5        24.0        13.8
- -----------------------------------------------------------------
*Six months ended February 29, 2000.
See  Financial  Highlights  table  on page 16 for  dividend  and  capital  gains
information for the past five years.


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED DECEMBER 31, 1999*
- -----------------------------------------------------------------------------------------------------
                                                                                   10 YEARS
                                    INCEPTION                              --------------------------
                                      DATE           1 YEAR     5 YEARS    CAPITAL   INCOME    TOTAL
<S>                                  <C>               <C>       <C>        <C>       <C>       <C>
International Growth Fund           9/30/1981        26.34%     15.17%     8.33%      1.54%    9.87%
- -----------------------------------------------------------------------------------------------------
</TABLE>
*SEC rules require that we provide this average annual total return  information
through the latest calendar quarter.

                                       7
<PAGE>

FUND PROFILE
INTERNATIONAL GROWTH FUND

This Profile  provides a snapshot of the fund's  characteristics  as of February
29, 2000, compared where appropriate to an unmanaged index. Key elements of this
Profile are defined on page 9.


PORTFOLIO CHARACTERISTICS
- ---------------------------------------------------
                      INTERNATIONAL           MSCI
                             GROWTH           EAFE
- ---------------------------------------------------
Number of Stocks                145            963
Turnover Rate                  44%*             --
Expense Ratio                0.52%*             --
Cash Reserves                  3.9%             --

*Annualized.

ALLOCATION BY REGION
- -----------------------------------
[PIE CHART]
EUROPE                    64%
PACIFIC                   23%
EMERGING MARKETS          13%


VOLATILITY MEASURES
- ----------------------------------------------------
                      INTERNATIONAL            MSCI
                             GROWTH            EAFE
- ----------------------------------------------------
R-Squared                      0.90            1.00
Beta                           1.01            1.00


TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- ----------------------------------------------------
Vodafone AirTouch PLC                           4.6%
Philips Electronics NV                          4.2
Vivendi                                         3.1
Murata Manufacturing Co., Ltd.                  2.9
Fuji Photo Film Co., Ltd.                       2.7
Total Fina SA B Shares                          2.7
Samsung Electronics Co., Ltd.                   2.6
Canal Plus SA                                   2.6
ING Groep NV                                    2.6
Olivetti SpA                                    2.2
- ----------------------------------------------------
Top Ten                                        30.2%

Country Diversification (% of Common Stocks) can be found on page 10.

                                       8
<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 period.  Funds with
high  turnover  rates  incur  higher  transaction  costs and are more  likely to
distribute capital gains (which are taxable to investors).

                                       9
<PAGE>

COUNTRY DIVERSIFICATION (% OF COMMON STOCKS)
- -----------------------------------------------------------------
               FEBRUARY 28, 1999             FEBRUARY 29, 2000
              ---------------------------------------------------
                 INTERNATIONAL             INTERNATIONAL    MSCI
                    GROWTH                    GROWTH        EAFE
              ---------------------------------------------------
Argentina            0.2%                       0.0%        0.0%
Australia            1.7                        0.2         2.4
Austria              0.0                        0.0         0.2
Belgium              0.7                        0.0         0.7
Brazil               0.6                        2.2         0.0
Chile                0.1                        0.0         0.0
Denmark              0.8                        0.5         0.8
Finland              0.0                        1.8         3.4
France              13.0                       15.8        10.9
Germany              7.3                        3.0        10.0
Hong Kong            0.6                        2.6         2.4
Ireland              1.5                        1.5         0.4
Italy                9.5                        6.1         4.7
Japan               13.5                       18.1        26.6
Malaysia             0.5                        1.4         0.0
Mexico               0.9                        1.9         0.0
Netherlands         11.4                       11.9         5.1
New Zealand          0.0                        0.0         0.1
Norway               0.0                        0.0         0.4
Philippines          0.7                        0.0         0.0
Portugal             0.0                        0.0         0.5
Singapore            1.1                        1.9         0.9
South Korea          1.5                        3.9         0.0
Spain                4.1                        1.8         2.8
Sweden               3.1                        2.8         3.5
Switzerland         11.4                        2.4         5.1
Taiwan               0.0                        3.2         0.0
United Kingdom      15.8                       17.0        19.1
- -----------------------------------------------------------------
Total              100.0%                     100.0%      100.0%

                                       10
<PAGE>


FINANCIAL STATEMENTS
FEBRUARY 29, 2000 (UNAUDITED)

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 (96.1%)
- --------------------------------------------------------------------------------
AUSTRALIA (0.2%)
   Broken Hill Proprietary Co. Ltd.                    2,000,000     $   19,766
                                                                     -----------
BRAZIL (2.1%)
o  Telecomunicacoes de
    Sao Paulo                                          1,706,500         58,341
   Telesp Participacoes
    SA Pfd.                                        1,182,325,725         40,111
   Petroleo Brasileiro SA Pfd.                       132,434,000         34,457
   Telecomunicacoes
    Brasileiras SA ADR Pfd.                              210,000         30,923
   Tele Centro Sul
    Participacoes ADR                                    363,900         26,246
   Cia Vale Do Rio Pfd. A                                611,100         16,245
o  Telecomunicacoes
    Brasileiras Pfd. Receipts SA                      91,500,000         13,430
                                                                     -----------
                                                                        219,753
                                                                     -----------

DENMARK (0.5%)
   Den Danske Bank A/S                                   506,000         48,348
                                                                     -----------

FINLAND (1.8%)
   Nokia Oyj                                             921,320        183,618
                                                                     -----------
FRANCE (15.2%)
   Vivendi                                             2,733,000        321,022
   Total Fina SA B Shares                              2,120,130        280,673
   Canal Plus SA                                         947,000        267,149
   Alcatel                                               928,000        217,294
   Suez Lyonnaise des Eaux                             1,181,670        194,548
























- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                          SHARES           (000)
- --------------------------------------------------------------------------------
   Thomson-CSF SA                                      2,345,859     $   92,602
   Bouygues SA                                           101,500         84,531
   Aventis                                             1,157,000         59,820
   AXA                                                   300,196         37,718
   Accor SA                                              800,000         29,115
o  Vivendi Warrants Exp. 2/5/2001                        580,500          3,219
                                                                     -----------
                                                                      1,587,691
                                                                     -----------
GERMANY (2.8%)
   SAP AG Pfd.                                           147,000        122,142
   Deutsche Telekom AG                                 1,465,000        121,444
   Viag AG                                             2,964,000         52,794
                                                                     -----------
                                                                        296,380
                                                                     -----------
HONG KONG (2.5%)
o  China Telecom
    (Hong Kong) Ltd.                                  11,770,000        108,134
   Hutchison Whampoa Ltd.                              4,527,000         70,966
   Cheung Kong Holdings Ltd.                           2,713,000         36,080
   Swire Pacific Ltd. A Shares                         6,978,000         33,444
   Sun Hung Kai Properties Ltd.                        1,815,000         16,383
   Mandarin Oriental
    International Ltd.                                 1,101,369            567
   Mandarin Oriental
    International Ltd. Rights
    Exp. 3/6/2000                                       220,274              1
                                                                     -----------
                                                                        265,575
                                                                     -----------
IRELAND (1.5%)
o  Elan Corp. PLC ADR                                  2,747,000        112,970
   Bank of Ireland PLC                                 6,828,000         39,857
                                                                     -----------
                                                                        152,827
                                                                     -----------

                                       11
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
INTERNATIONAL GROWTH FUND                                 SHARES           (000)
- --------------------------------------------------------------------------------
ITALY (5.9%)
o  Olivetti SpA                                       57,816,000     $  227,670
   Telecom Italia Mobile SpA                          15,903,000        216,656
   Banca di Roma SpA                                  60,797,000         69,130
   Fiat SpA                                            1,786,100         54,341
o  Tecnost SpA                                        10,749,000         44,708
                                                                     -----------
                                                                        612,505
                                                                     -----------

JAPAN (17.2%)
   Murata Manufacturing
    Co., Ltd.                                          1,613,000        307,178
   Fuji Photo Film Co., Ltd.                           6,418,000        282,189
   Takeda Chemical
    Industries Ltd.                                    3,639,000        205,385
   Matsushita Electric Industrial Co., Ltd.            4,386,000        127,765
   Nippon Telegraph and
    Telephone Corp.                                        8,266        114,376
   Mabuchi Motor Co.                                     731,000         90,234
   Nippon Television
    Network Corp.                                         58,000         80,254
   SMC Corp.                                             373,000         69,268
   Sumitomo Electric
    Industries Ltd.                                    4,720,000         62,216
   East Japan Railway Co.                                 10,860         49,035
   Keyence Corp.                                         143,000         47,905
   Mitsubishi Corp.                                    6,291,000         46,445
   Tokyo Electron Ltd.                                   254,000         38,730
   Sony Corp.                                            125,000         36,982
   Mitsui & Co., Ltd.                                  5,600,000         34,665
   Hirose Electric Co., Ltd.                             246,000         32,941
   Yamanouchi Pharmaceuticals
    Co., Ltd.                                            667,000         31,877
   TDK Corp.                                             300,000         28,702
   Fujitsu Ltd.                                          808,000         26,847
   Tokio Marine & Fire
    Insurance Co.                                      2,560,000         23,374
   Yasuda Fire & Marine
    Insurance Co.                                      4,370,000         18,697
   Toppan Printing Co., Ltd.                           1,767,000         17,420
   Kuraray Co., Ltd.                                   1,093,000          9,114
   Chiyoda Fire & Marine
    Insurance Co., Ltd.                                2,220,000          5,558
   Dowa Fire & Marine
    Insurance Co.                                      2,221,000          5,338
   Nippon Fire & Marine
    Insurance Co., Ltd.                                2,000,000          4,442
                                                                     -----------
                                                                      1,796,937
                                                                     -----------
MALAYSIA (1.4%)
   Tenaga Nasional Bhd.                               16,195,000         53,699
   Malayan Banking Bhd.                                6,780,400         30,512
   Telekom Malaysia Bhd.                               7,076,500         29,982
   Genting Bhd.                                        5,422,000         23,971
   Resorts World Bhd.                                  1,620,000          5,883
                                                                     -----------
                                                                        144,047
                                                                     -----------
MEXICO (1.8%)
   Telefonos de Mexico SA
    Class L ADR                                        1,208,600         79,465
o  Grupo Televisa SA GDR                                 695,000         53,385
   Fomento Economico
    Mexica UBD                                         5,520,000         24,600






















- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                          SHARES           (000)
- --------------------------------------------------------------------------------
o  Cemex SA CPO                                        5,331,405     $   23,076
o  Grupo Bimbo SA                                      6,552,000         10,825
o  Cemex SA CPO Warrants
    Exp. 12/13/2002                                      333,000            201
                                                                     -----------
                                                                        191,552
                                                                     -----------
NETHERLANDS (11.5%)
   Philips Electronics NV                              2,354,292        435,775
   ING Groep NV                                        5,271,786        266,574
   Getronics NV                                        2,321,456        194,453
   Verenigde Nederlandse
    Uitgeversbedrijven
    Verenigd Bezit                                     1,270,000         87,610
   TNT Post Group NV                                   2,570,000         63,691
   Heineken NV                                         1,091,000         55,094
   STMicroelectronics NV                                 260,000         51,567
o  Equant NV                                             290,000         32,779
   Oce NV                                                860,000         10,474
                                                                     -----------
                                                                      1,198,017
                                                                     -----------
SINGAPORE (1.8%)
   Singapore Press Holdings Ltd.                       2,882,486         55,185
   United Overseas Bank Ltd.                           7,816,512         49,429
o  DBS Group Holdings Ltd.                             3,365,722         41,591
   City Developments Ltd.                              6,180,000         25,097
   Singapore Airlines Ltd.                             1,564,000         14,518
                                                                     -----------
                                                                        185,820
                                                                     -----------
SOUTH KOREA (3.7%)
   Samsung Electronics Co., Ltd.                       1,210,102        273,888
o  Korea Electric Power Corp.                          2,185,550         54,684
o  Korea Telephone Warrants
    Exp. 5/22/2000                                       292,000         24,660
o  Kookmin Bank                                        2,018,500         22,486
o  Shinhan Bank Co.                                    1,424,000         13,597
                                                                     -----------
                                                                        389,315
                                                                     -----------
SPAIN (1.7%)
   Endesa SA                                           5,374,000        113,675
   Altadis SA                                          1,171,654         12,849
   Bankinter SA                                          897,000         56,611
                                                                     -----------
                                                                        183,135
                                                                     -----------
SWEDEN (2.7%)
   LM Ericsson Telephone AB
    B Shares                                           1,516,000        145,085
   Skandia Forsakrings AB                              2,209,000         90,459
   Svenska Handelsbanken
    A Shares                                           3,815,000         44,605
                                                                     -----------
                                                                        280,149
                                                                     -----------
SWITZERLAND (2.3%)
o  ABB Ltd.                                            1,019,000        108,415
   Novartis AG (Registered)                               69,800         88,864
   Adecco SA (Bearer)                                     33,042         26,143
   Clariant AG                                            50,300         18,874
                                                                     -----------
                                                                        242,296
                                                                     -----------
TAIWAN (3.1%)
o  United Microelectronics
    Warrants 2/12/2001                                25,614,000         93,491
o  Asustek Computer Inc.
    Warrants Exp. 2/12/2001                            3,864,000         48,107
o  Taiwan Semiconductor
    Manufacturing Co. Warrants
    Exp. 4/25/2000                                     5,318,748         42,656

                                       12
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                          SHARES           (000)
- --------------------------------------------------------------------------------
o  Taiwan Semiconductor
    Manufacturing Co. Warrants
    Exp. 1/29/2001                                     5,745,000      $  37,559
o  Far East Textiles Warrants
    Exp. 8/11/2000                                    12,026,000         26,169
o  Honhai Precision Warrants
    3/5/2001                                           2,456,000         22,847
o  Honhai Precision Warrants
    2/15/2001                                          2,230,000         20,717
o  Taiwan Semiconductor
    Manufacturing Co.
    Warrants Exp. 2/15/2001                            1,435,000          9,372
o  Honhai Precision Warrants
    Exp. 8/11/2000                                     1,269,000         11,790
o  Asustek Computer Inc.
    Warrants Exp.  6/21/2000                             702,000          8,722
                                                                     -----------
                                                                        321,430
                                                                     -----------
UNITED KINGDOM (16.4%)
   Vodafone AirTouch PLC                              85,717,001        480,730
   Standard Chartered PLC                              9,628,700        135,896
   Kingfisher PLC                                     12,218,000         92,103
   Bass PLC                                            8,489,206         89,994
o  British Sky Broadcasting
    Group PLC                                          3,228,300         82,920
   Centrica PLC                                       23,812,000         80,353
   British Telecommunications
    PLC                                                4,423,000         77,228
   Tesco PLC                                          27,589,616         74,698
   Rolls-Royce PLC                                    21,153,549         68,877
   Electrocomponents PLC                               4,938,000         56,090
   Scottish & Newcastle PLC                            8,025,418         52,009
   Allied Zurich PLC                                   5,578,108         47,145
   United News & Media PLC                             3,161,000         41,993
   Reckitt Benckiser PLC                               4,654,000         40,447
   Boots Co. PLC                                       5,532,000         40,217
   BP Amoco PLC                                        4,482,000         34,494
   Provident Financial PLC                             3,400,000         27,643
   Airtours PLC                                        5,813,100         25,994
   Marconi PLC                                         1,894,000         23,607
   IMI PLC                                             6,619,000         22,701
   Tomkins PLC                                         8,080,000         22,355
   Bodycote International PLC                          5,079,000         20,928
o  Telewest Communications PLC                         3,022,130         20,754
   British Land Co., PLC                               3,129,000         17,166
o  Arm Holdings PLC                                      158,000         11,911
   British Airways PLC                                 2,189,000         10,333
   Johnson Matthey PLC                                   757,000          8,628
                                                                     -----------
                                                                      1,707,214
                                                                     -----------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (COST $6,363,715)                                                  10,026,375
- --------------------------------------------------------------------------------






























- --------------------------------------------------------------------------------
                                                            FACE          MARKET
                                                          AMOUNT          VALUE*
                                                           (000)           (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (8.9%)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  5.77%, 3/1/2000                                      $ 122,497      $ 122,497
  5.76%, 3/1/2000--Note G                                801,732        801,732
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $924,229)                                                       924,229
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (105.0%)
  (COST $7,287,944)                                                  10,950,604
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-5.0%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                    332,359
Security Lending Collateral
  Payable to Brokers--Note G                                           (801,732)
Other Liabilities                                                       (49,846)
                                                                     -----------
                                                                       (519,219)
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 449,224,440 outstanding
  $.001 par value shares of beneficial
  interest  (unlimited  authorization)                              $10,431,385
================================================================================

NET ASSET  VALUE PER SHARE                                               $23.22
================================================================================
*See Note A in Notes to Financial Statements.
oNon-Income-Producing Security.
ADR--American Depositary Receipt.
GDR--Global Depositary Receipt.


- --------------------------------------------------------------------------------
AT FEBRUARY 29, 2000, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                                          AMOUNT            PER
                                                           (000)          SHARE
- --------------------------------------------------------------------------------
Paid in Capital                                        6,587,581         $14.66
Overdistributed Net
 Investment Income--Note E                                  (875)            --
Accumulated Net
 Realized Gains--Note E                                  164,779            .37
Unrealized Appreciation
 (Depreciation)--Note F
 Investment Securities                                 3,662,660           8.15
 Foreign Currencies and
  Forward Currency Contracts                              17,240            .04
- --------------------------------------------------------------------------------
NET ASSETS                                           $10,431,385         $23.22
================================================================================

                                       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--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
                                             SIX MONTHS ENDED FEBRUARY 29, 2000
                                                                          (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
    Dividends*                                                        $  38,011
    Interest                                                              6,392
    Security Lending                                                      1,463
                                                                     -----------
       Total Income                                                      45,866
                                                                     -----------
EXPENSES
    Investment Advisory Fees--Note B                                      5,930
    The Vanguard Group--Note C
       Management and Administrative                                     13,962
       Marketing and Distribution                                           734
    Custodian Fees                                                        2,268
    Auditing Fees                                                             6
    Shareholders' Reports                                                   154
    Trustees' Fees and Expenses                                               6
                                                                     -----------
       Total Expenses                                                    23,060
       Expenses Paid Indirectly--Note D                                    (922)
                                                                     -----------
       Net Expenses                                                      22,138
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    23,728
- --------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)
    Investment Securities Sold                                          277,696
    Foreign Currencies and Forward Currency Contracts                   (15,615)
- --------------------------------------------------------------------------------
REALIZED NET GAIN                                                       262,081
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
    Investment Securities                                             1,645,102
    Foreign  Currencies  and Forward  Currency  Contracts                17,361
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED  APPRECIATION  (DEPRECIATION)                    1,662,463
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $1,948,272
================================================================================
*Dividends are net of foreign withholding taxes of $5,259,000.

                                       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>
- ------------------------------------------------------------------------------------------------
                                                                    INTERNATIONAL GROWTH FUND
                                                                --------------------------------
                                                                  SIX MONTHS               YEAR
                                                                       ENDED              ENDED
                                                                 FEB.29,2000        AUG.31,1999
                                                                       (000)              (000)
- ------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                           $  23,728        $   107,313
   Realized Net Gain                                                 262,081            296,801
   Change in Unrealized Appreciation (Depreciation)                1,662,463          1,062,057
                                                                --------------------------------
      Net Increase in Net Assets Resulting from Operations         1,948,272          1,466,171
                                                                --------------------------------
DISTRIBUTIONS
   Net Investment Income                                            (106,118)           (89,038)
   Realized Capital Gain                                            (367,331)           (64,755)
                                                                --------------------------------
      Total Distributions                                           (473,449)          (153,793)
                                                                --------------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                          3,322,309          3,671,257
   Issued in Lieu of Cash Distributions                              438,423            138,652
   Redeemed                                                       (2,804,469)        (3,942,437)
                                                                --------------------------------
      Net Increase (Decrease) from Capital Share Transactions        956,263           (132,528)
- ------------------------------------------------------------------------------------------------
   Total Increase                                                  2,431,086          1,179,850
- ------------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                             8,000,299          6,820,449
                                                                --------------------------------
   End of Period                                                 $10,431,385         $8,000,299
================================================================================================

1Shares Issued (Redeemed)
   Issued                                                            155,002            197,691
   Issued in Lieu of Cash Distributions                               20,564              7,665
   Redeemed                                                         (131,405)          (211,906)
                                                                --------------------------------
      Net Increase (Decrease) in Shares Outstanding                   44,161             (6,550)
================================================================================================
</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>
- -------------------------------------------------------------------------------------------------------------
                                                                     INTERNATIONAL GROWTH FUND
                                                                        YEAR ENDED AUGUST 31,
FOR A SHARE OUTSTANDING                SIX MONTHS ENDED    --------------------------------------------------
THROUGHOUT EACH PERIOD                    FEB. 29, 2000      1999       1998       1997       1996      1995
- -------------------------------------------------------------------------------------------------------------
<S>                                                <C>       <C>        <C>        <C>       <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD             $19.75    $16.57     $17.86     $16.13     $14.70    $14.36
- -------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                             .05       .27        .25        .19        .19       .20
  Net Realized and Unrealized Gain (Loss)
      on Investments                               4.58      3.29       (.81)      2.28       1.65       .32
                                             ----------------------------------------------------------------
      Total from Investment Operations             4.63      3.56       (.56)      2.47       1.84       .52
                                             ----------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income             (.26)     (.22)      (.21)      (.19)      (.20)     (.18)
  Distributions from Realized Capital Gains        (.90)     (.16)      (.52)      (.55)      (.21)       --
                                             ----------------------------------------------------------------
      Total Distributions                         (1.16)     (.38)      (.73)      (.74)      (.41)     (.18)
- -------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                   $23.22    $19.75     $16.57     $17.86     $16.13    $14.70
=============================================================================================================

TOTAL RETURN                                     23.97%    21.70%     -2.99%     15.84%     12.72%     3.76%
=============================================================================================================

RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period (Millions)          $10,431    $8,000     $6,820     $7,089     $4,997    $3,354
  Ratio of Total Expenses to
      Average Net Assets                         0.52%*     0.58%      0.59%      0.57%      0.56%     0.59%
  Ratio of Net Investment Income to
      Average Net Assets                         0.53%*     1.42%      1.39%      1.26%      1.35%     1.53%
  Portfolio Turnover Rate                          44%*       37%        37%        22%        22%       31%
=============================================================================================================
*Annualized.
</TABLE>
                                       16
<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.



                                       17
<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 six months
ended February 29, 2000, the advisory fee represented an effective  annual basic
rate of 0.13% 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 February 29, 2000, the fund had contributed  capital of $1,924,000
to Vanguard  (included in Other  Assets),  representing  0.02% of the fund's net
assets and 1.9% of Vanguard's  capitalization.  The fund's Trustees and officers
are also Directors and officers of Vanguard.

D.  The fund has asked its 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 six months ended
February 29, 2000,  directed  brokerage and  custodian  fee offset  arrangements
reduced  expenses by  $899,000  and  $23,000,  respectively.  The total  expense
reduction  represented  an effective  annual rate of 0.02% of the fund's average
net assets.

E.  During  the  six  months  ended   February  29,  2000,  the  fund  purchased
$2,041,146,000  of investment  securities and sold  $2,120,675,000 of investment
securities other than temporary cash investments.

    During the six  months  ended  February  29,  2000,  the fund  realized  net
foreign currency losses of $1,727,000,  which decreased distributable net income
for  tax  purposes;   accordingly,  such  losses  have  been  reclassified  from
accumulated net realized gains to overdistributed net investment income.

F.  At February 29, 2000, net unrealized appreciation  of investment  securities
for  financial  reporting  and federal  income tax purposes was  $3,662,660,000,
consisting of unrealized gains of $4,136,175,000 on securities that had risen in
value since their purchase and  $473,515,000 in unrealized  losses on securities
that had fallen in value since their purchase.

    At February  29,  2000,  the fund had open  forward  currency  contracts  to
deliver foreign currency in exchange for U.S. dollars as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                          (000)
                              -----------------------------------------------------------------
                                CONTRACT AMOUNT
                              --------------------                                 NET
                                FOREIGN      U.S.         MARKET VALUE IN       UNREALIZED
CONTRACT SETTLEMENT DATE       CURRENCY     DOLLARS         U.S. DOLLARS        APPRECIATION
- -----------------------------------------------------------------------------------------------
<S>                           <C>             <C>               <C>                <C>
Deliver:
 4/3/2000               JPY  156,885,356   $1,454,865       $1,435,450           $19,415
- -----------------------------------------------------------------------------------------------
JPY--Japanese Yen.
</TABLE>

         Malaysian  securities purchased after February 14, 1999, are subject to
a 10% levy on realized gains upon sale and conversion of proceeds from Malaysian
ringgits to another  currency.  At February 29, 2000, the  International  Growth
Fund had recorded a liability  (included in unrealized

                                       18
<PAGE>

foreign  currency  losses)  of  $1,163,000  representing  the levy that would be
assessed if all subject Malaysian holdings were sold at their current values and
the proceeds repatriated.

         The fund had net  unrealized  foreign  currency  losses  of  $1,012,000
resulting from the  translation of other assets and  liabilities at February 29,
2000.

G. The market  value of  securities  on loan to  broker/dealers  at February 29,
2000, was $769,951,000, for which the fund held cash collateral of $801,732,000.
Cash collateral received is invested in repurchase agreements.

                                       19
<PAGE>

THE VANGUARD(R) FAMILY OF FUNDS


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


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


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





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


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


*Offers Institutional Shares.

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

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

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

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


TRUSTEES

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

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

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

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

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

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

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

J.  LAWRENCE  WILSON  (1985)  Retired  Chairman of Rohm & Haas Co.;  Director of
AmeriSource Health Corporation,  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>

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ABOUT OUR COVER

Our cover art,  depicting HMS Vanguard at sea, is a reproduction  of Leading the
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WORLD WIDE WEB
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FUND INFORMATION
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fund prospectus.

Q812-04/13/2000

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



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