VANGUARD MORGAN GROWTH FUND INC
N-30D, 2000-08-25
Previous: PHARMACIA CORP /DE/, 5, 2000-08-25
Next: MUTUAL SELECTION FUND INC, NSAR-A, 2000-08-25




<PAGE>

VANGUARD MORGAN[TM] GROWTH FUND

[PHOTO]

SEMIANNUAL REPORT
June 30, 2000

[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  counterpro-ductive  because
costs--even at low commission rates--and taxes detract from the returns that the
markets  provide.  Sadly,  many  investors jump into a "hot" mutual fund just in
time to see it  cool  off.  Meanwhile,  long-term  fund  investors  are  hurt by
speculative  trading  activity  because they bear part of the costs  involved in
accommodating purchases and redemptions.

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

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

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

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

<PAGE>

REPORT FROM THE CHAIRMAN

[PHOTO]
JOHN J. BRENNAN

Vanguard  Morgan Growth Fund had a total return of 3.2% during the first half of
2000. This was a  middle-of-the-road  result--ahead of the modest decline posted
by the overall stock market but behind the average return of competing funds.

     The table at right  presents the half-year  total returns  (capital  change
plus reinvested dividends) for the fund, the average multi-capitalization growth
fund,  and a pair of unmanaged  benchmarks--the  large-cap-dominated  Standard &
Poor's 500 Index and the Growth Fund Stock  Index,  which is based on the stocks
held by the 50 largest growth-oriented mutual funds.

     The fund's  return is based on an  increase  in net asset value from $22.92
per share on December  31, 1999,  to $22.95 per share on June 30,  2000,  and is
adjusted for a  distribution  in March of $0.75 per share paid from net realized
capital gains.

------------------------------------------------------------
                                  TOTAL RETURNS
                                 SIX MONTHS ENDED
                                  JUNE 30, 2000
------------------------------------------------------------
Vanguard Morgan Growth Fund         3.2%
------------------------------------------------------------
Average Multi-Cap Growth Fund*      6.5%
------------------------------------------------------------
S&P 500 Index                      -0.4%
------------------------------------------------------------
Growth Fund Stock Index**           6.9%
------------------------------------------------------------
 *Derived from data provided by Lipper Inc.
**Reflects the average common stock holdings of the
  50 largest growth-oriented mutual funds.


THE PERIOD IN REVIEW
The first half of 2000 was a tumultuous  time in the  financial  markets,  which
were buffeted by a complex set of crosscurrents.  The domestic economy continued
to grow at a strong pace--the production of goods and services during the second
quarter of 2000 was about 6% higher  than in the same  period  last  year,  even
after adjusting for inflation.  Unemployment remained low, hovering around 4% of
the workforce.  Elsewhere in the world,  growth was picking up from more subdued
levels.

     Economic  growth is generally  good for corporate  earnings and,  thus, for
stock  prices.  But investors  and economic  policymakers  have worried that the
combination of rapid economic growth and low unemployment  would trigger sharply
higher wages and inflation.  The Federal Reserve Board, in an effort to slow the
economy's  momentum and forestall an inflationary  outburst,  continued to raise
short-term interest rates during the first half of the year. The Fed boosted its
target for the federal  funds rate three  times  during the period by a total of
1.0 percentage point (100 basis points). In all, the Fed has raised its target
rate by 175 basis points in the past 12 months.

     For most of the first  quarter of 2000,  a  continuing  boom in  technology
stocks kept the market  averages  rising,  despite the threat of higher interest
rates. But during the second quarter,  tech stocks in particular cooled off. The
market may have reacted to evidence that the ideal  combination  of rapid growth
and low  inflation  was coming to an end.  If the Fed  succeeds  in slowing  the
economy,  corporate  earnings  growth might slow,  too.  And if earnings  growth
slowed, some investors reasoned,  technology and telecommunications stocks would
have a tough time maintaining their lofty  price/earnings  multiples.  The split
between the two  quarters  was  evident in the  results  for the  tech-dominated
Nasdaq  Composite  Index,  which  rose  12.7%  in the  first  quarter,  only  to
slide-14.7% in the second. End result? A -3.9% return for the half-year.

                                       1

<PAGE>

     The overall  U.S.  stock  market,  as measured by the  Wilshire  5000 Total
Market Index,  posted a -0.7% return for the six months.  The small-cap  Russell
2000 Index gained 3.0%,  outpacing the  large-cap S&P 500 Index,  which posted a
return of -0.4%. Leadership within the market switched back and forth during the
period. Growth stocks were in front early on, but value stocks performed best in
late March and April. Growth issues bounced back in June,  however,  and for the
full six months, growth generally outpaced value. For example, the growth stocks
within the Russell 1000 Index  (comprising the 1,000 largest U.S. stocks) earned
4.2%, while the value stocks declined by an equal amount.

     The Fed's efforts  succeeded in pushing up short-term  interest rates:  The
yield of 3-month  U.S.  Treasury  bills  climbed 52 basis  points (from 5.33% to
5.85%)  during the  half-year.  But after rising  early in the year,  yields for
longer-term  Treasuries began to fall after the Treasury announced that it would
use rising  federal  budget  surpluses to buy back billions of dollars' worth of
long-term bonds. A shrinking supply of long-term  Treasuries caused their prices
to rise and their yields to fall. By June 30, the 30-year  Treasury bond's yield
had fallen 58 basis points, from 6.48% to 5.90%.

PERFORMANCE OVERVIEW
The Morgan Growth Fund's half-year return was 3.6 percentage  points higher than
that of the S&P 500 Index. However, the fund lagged the average multi-cap growth
fund and the Growth Fund Stock Index by similar  margins--3.3 and 3.7 percentage
points, respectively.

     In relation to the S&P 500 Index, Morgan Growth Fund benefited from holding
some mid-cap  stocks,  which were among the market's  leaders.  The fund's $26.9
billion median market capitalization (as of June 30) is less than one-third that
of the index.  The fund's  advisers also did a good job of picking stocks in two
key growth  sectors.  Our health care stocks had a total return of 39.2%,  while
those in the index  gained  23.4%.  And our  holdings in the  technology  sector
returned 9.2%, twice as much as the index's tech stocks. As of June 30, the fund
had slightly larger stakes than the S&P 500 in both sectors.

     While  Morgan  Growth  navigated  the  topsy-turvy  technology  sector with
aplomb,  its  competitors on average  managed to do even better.  The 50 largest
growth-oriented mutual funds, for example,  earned 13.2% on their tech holdings.
Similar  performance gaps in the consumer  discretionary  and producer  durables
sectors  accounted for most of our shortfall  versus both the average  multi-cap
growth fund and the Growth Fund Stock Index. Additional details about the fund's
performance  during the  semiannual  period can be found in the Report  From The
Advisers, which begins on page 6.

-------------------------------------------------------------------
                                    TOTAL ASSETS MANAGED
                                       JUNE 30, 2000
                                  ---------------------------------
                                  $ MILLION       PERCENTAGE
-------------------------------------------------------------------
Wellington Management               $2,307           40%
Franklin Portfolio Assocaites        2,305           39
Vanguard Quantitative Equity Group     939           16
Cash Investments*                      305            5
-------------------------------------------------------------------
Total                               $5,856          100%
-------------------------------------------------------------------
*Cash in invested in equity index futures to simulate investment in
 stocks. Each adviser also may maintain a modest cash reserve.


     The fund's long-term record remains excellent. Part of this record reflects
the  contributions  of  John  J.  Nagorniak,   founder  of  Franklin   Portfolio
Associates,  which serves as one of the fund's three  investment  advisers.  (As
shown in the adjacent  table,  Franklin  managed 39% of the fund's  assets as of
June 30.) Mr.  Nagorniak,  who  retired on June 30, led the  development  of the
quantitative  models that Franklin has used since it began managing a portion of
the fund in 1990.  These models will remain in use, guided by another key player
in their

                                       2

<PAGE>

development,  John S. Cone, who is Franklin's president and chief executive.  We
wish Mr.  Nagorniak  the  best,  and on  behalf of our  fellow  shareholders  in
Vanguard  Morgan  Growth  Fund,  we thank him for the  energy and  intellect  he
brought to his work.

IN SUMMARY
During  the  first  half  of 2000  we  witnessed  very  sharp  day-to-day  price
fluctuations,  significant  swings in investor  sentiment,  and sudden shifts in
market  leadership.  All of this  volatility,  squeezed  into a mere six months,
underscored  the fact that  unpredictability  is par for the course in financial
markets.  The timing,  extent,  and duration of such episodes are  impossible to
foretell with  precision,  but investors  must be willing to endure them to reap
the long-term rewards of investing.

     At Vanguard,  we reiterate our long-standing  recommendation for navigating
stormy seas toward long-term  financial goals.  First, create an investment plan
with a balance of stock funds, bond funds, and money market funds suited to your
time horizon,  investment  objectives,  and  tolerance for market  fluctuations.
Then, once you have such a diversified  plan in place,  stick with it. Avoid the
impulse  to alter it based on  short-term  events--whether  those be  unsettling
turbulence in the market or glittery returns from some particular  corner of the
market. "Stay the course" is timeless investment wisdom.


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


July 20, 2000



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

                                       3

<PAGE>

THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED JUNE 30, 2000

The  perpetual  tug-of-war in the  financial  markets ended in a near  stalemate
during the first  half of 2000,  despite  lots of  back-and-forth  movement.  On
average,  neither  stock nor bond  prices  ended the  period far from where they
began it. However,  bonds,  thanks to their superior income,  outpaced stocks in
total return.

     Economic  signals were  conflicting.  Growth continued at a rapid pace, and
corporate  profits  rose  smartly.  On the other hand,  stock prices as the year
began already  reflected  high levels of optimism,  and the market  administered
severe punishment to companies that failed to live up to earnings  expectations.
Also weighing on the market were concerns that the economy's  vigor at a time of
low  unemployment  would  inevitably  push labor costs and other prices  higher.
Indeed,  higher  costs for oil and natural gas pushed  broad gauges of inflation
higher (the Consumer Price Index gained 2.4% for the six months and 3.7% for the
twelve months ended June 30). Yet core inflation, which excludes energy and food
items, registered a moderate 2.4% gain during the 12 months ended June 30.

     The  Federal  Reserve  Board  raised  short-term  interest  rates  by  0.25
percentage  point in February  and again in March,  before  adding a  half-point
boost  in  May.  These  steps,  which  followed  three  quarter-percentage-point
increases  in  1999,  took  the  Fed's  target  for  short-term  rates  to 6.5%.
Thereafter,  signs of a slowing in economic activity cropped up, although it was
not certain that the Fed was done trying to throttle down the economic engine.

----------------------------------------------------------------------
                                               TOTAL RETURNS
                                        PERIODS ENDED JUNE 30, 2000
                                       -------------------------------
                                      6 MONTHS    1 YEAR     5 YEARS*
----------------------------------------------------------------------
STOCKS
  S&P 500 Index                       -0.4%         7.2%       23.8%
  Russell 2000 Index                   3.0         14.3        14.3
  Wilshire 5000 Index                 -0.7         10.0        22.6
  MSCI EAFE Index                     -4.0         17.4        11.6
----------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index          4.0%        4.6%         6.3%
  Lehman 10 Year Municipal Bond Index  4.0         4.5          6.0
  Salomon Smith Barney 3-Month
   U.S. Treasury Bill Index            2.8         5.3          5.2
----------------------------------------------------------------------
OTHER
  Consumer Price Index                 2.4%        3.7%         2.5%
----------------------------------------------------------------------
*Annualized.

U.S. STOCK MARKETS
Stock prices were quite  volatile  during the  half-year,  and large  day-to-day
price  fluctuations  in market  averages were  commonplace.  There also were two
swift  shifts in market  leadership.  The year began with a  continuance  in the
rapid rise for the "TMT" stocks  (technology,  media,  telecommunications)  that
were the market's darlings during 1999.  Through  mid-March,  the surge in these
"new economy"  groups left "old  economy"  stocks far behind.  For example,  the
Nasdaq Composite Index, which is dominated by tech-related stocks,  gained 15.6%
and the Russell 1000 Value Index fell -10.4% during January and February. But in
mid-March,  value  stocks took charge and TMT stocks  slumped.  The Russell 1000
Value Index returned 12.1% while the Nasdaq  plummeted to a -27.4% return in the
March-May period. But June brought another  flip-flop:  The value index declined
-4.6%, while the Nasdaq rebounded with a 14.5% return.

                                       4

<PAGE>

     When the half-year was over, most broad market indexes had modest declines.
The all-market Wilshire 5000 Index returned -0.7%, the  large-capitalization S&P
500 Index slipped  -0.4%,  and the Nasdaq fell -3.9%.  Small- and mid-cap stocks
did better:  The small-cap  Russell 2000 Index gained 3.0% and the Wilshire 4500
Completion  Index,  comprising  virtually all the U.S. stocks outside of the S&P
500, eked out a 0.3% return.

U.S. BOND MARKETS
The Federal  Reserve  most  directly  influences  interest  rates of  short-term
securities.  The Fed  pushed  up its  target  federal  funds  rate  (charged  on
overnight  loans  between  banks) by 1 percentage  point to 6.5%.  But yields of
3-month U.S.  Treasury bills rose only half as far (0.52 percentage point, or 52
basis  points to 5.85%).  And yields  actually  declined on  long-term  Treasury
securities,  whose  prices  rose.  Big federal  budget  surpluses  are causing a
shrinking  supply of Treasury bonds.  The 10-year  Treasury note's yield fell 41
basis  points  to 6.03% as of June 30,  and the  yield of the  30-year  Treasury
declined 58 basis points--from 6.48% to 5.90%--during the half-year.

     The  upshot  was an  unusual  "inversion"  in the yield  curve.  Instead of
sloping  upward--with  yields  increasing  along with the  maturity  of Treasury
securities--the  curve descended.  The 5.90% yield of 30-year Treasuries on June
30 was 49 basis points below the 6.39% yield on 3-year Treasury notes.

     Corporate bonds did not perform as well as Treasuries for two main reasons:
a record level of new offerings and investors' concern that credit quality might
be  declining.  The  rise  in  yields  (and  fall  in  prices)  was  slight  for
higher-quality  corporate  bonds but more severe for  high-yield  "junk"  bonds.
Investors grew wary of riskier bonds due to an increase in defaults.  The Lehman
High  Yield Bond  Index saw a price  decline  of -5.7%  during the first half of
2000, more than offsetting its six-month  income of 4.5%.  Tax-exempt  municipal
bonds  generally  outperformed  corporates  but did  not do as well as  Treasury
securities. The overall taxable bond market, as measured by the Lehman Aggregate
Bond  Index,  returned  4.0%,  as a price gain of 0.4%  augmented  a 3.6% income
return.

INTERNATIONAL STOCK MARKETS
International  stock markets were generally  unprofitable for U.S. investors due
to lack-luster  local market  performances and a stronger U.S. dollar during the
half-year.   Although   economic  growth  in  most  of  Europe  appeared  to  be
strengthening, stocks were hurt by continued economic weakness in Japan and from
expectations of higher interest rates. On the other hand,  European stock prices
got some support from an increase in corporate takeovers.

     In local currencies,  European stocks posted a 1.7% return in the aggregate
and stocks from the Pacific region recorded a modest decline of -2.6%.  However,
the dollar's strength diminished those results for U.S. investors,  for whom the
Morgan Stanley Capital  International (MSCI) Europe Index returned -3.0% and the
MSCI Pacific Free Index returned -5.9%. The MSCI Europe,  Australasia,  Far East
(EAFE) Index of  developed  foreign  markets  registered a -4.0% return for U.S.
investors.

     The Select Emerging Markets Free Index fell -9.6% in U.S.  dollars,  having
declined-3.5% in local currencies. The index was hit by weakness in South Africa
(-15%) and several emerging Asian markets,  including Indonesia (-44%), Thailand
(-36%),  and the Philippines  (-36%).  The biggest gains among emerging  markets
were in Israel (+27%) and Venezuela (+19%).

                                       5

<PAGE>

REPORT FROM THE ADVISERS

Vanguard Morgan Growth Fund's return of 3.2% for the first half of 2000 was well
ahead of the -0.4%  decline in the S&P 500 Index but  trailed  both the  average
multi-cap growth fund (+6.5%) and the Growth Fund Stock Index (+6.9%).

     The  inflation-fighting  efforts of the Federal Reserve Board  overshadowed
the U.S.  stock  market  throughout  the  period.  After  raising its target for
short-term  interest rates three times in 1999--in  0.25-percentage-point  moves
that pushed the bond market lower but had little discernible effect on the stock
market--the Fed repeated its  performance in the new year.  This time,  however,
policymakers mixed in a 0.50-percentage-point hike. In all, they have raised the
federal funds rate by 1.75 percentage points in the past 12 months.

     The  half-year  was  extremely  volatile--doubtless  in part because of the
Fed's actions.  From January through late March, the stock market focused, as it
had in 1999, on momentum. Health care, energy, and technology stocks led a surge
in  the  market  averages.   Then  came  a  sharp  correction.   It  was  fairly
brief--lasting a little more than two months--but many newer investors had never
before  seen such a period of market  declines.  From its peak on March 10,  the
tech-laden  Nasdaq  Composite  Index lost  nearly 40% of its value in a ten-week
period.  (Benchmarks that are more representative of the overall market, such as
the S&P 500  Index,  were  much less  volatile.)  Finally,  June saw a  powerful
rebound, bringing growth-stock indexes back into positive territory for the year
to date.

     Morgan  Growth  Fund  followed  the  course of the  overall  market  fairly
closely,  although with less volatility than some of our more aggressive  peers.
It had a total  return of 4.2% in the first 21/2  months of the period  (through
March 10), then  declined-6.2%  through May 31. In June,  the fund bounced back,
gaining 5.5%. For the full period, we underperformed the Growth Fund Stock Index
primarily  because our stock selection was slightly subpar.  Our holdings in the
technology sector, for example,  had an average total return of 9.2%, powered by
big gains from  integrated-circuit  producers,  particularly  Analog Devices and
Applied Micro Circuits.  But the tech stocks in the index gained 13.2%.  Part of
our shortfall was due to our relatively small stake in some first-half  winners,
such as Texas Instruments (+42.3%).

     Our  industry  weightings  shifted  somewhat  during  the  half-year.  Most
notably, as of June 30, tech stocks accounted for 30.5% of assets, up from 23.7%
as of  December  31.  The rise was  attributable  both to gains  for many of our
holdings and to some new purchases.  We  diversified  our  tech-sector  holdings
significantly,  increasing  the number of stocks  from 55 to 120.  To fund these
purchases,  we reduced our  exposure to financial  services  stocks (now 9.3% of
assets,  down  from  13.0%).  Among  significant  additions  were a  revitalized
PepsiCo; JDS Uniphase, the worldwide leader in optical components manufacturing;
and  the  newly  formed   VeriSign/Network   Solutions  combo  in  the  Internet
infrastructure  arena. We sold, primarily for valuation reasons,  Warner-Lambert
and Nokia.

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The fund reflects a belief that  superior  long-term  investment  results can be
achieved by holding a  well-diversified  portfolio of growth stocks  selected by
several advisers using distinct  investment  strategies.  Over time, such a fund
should provide gross returns that parallel those of other large, growth-oriented
mutual funds and net returns that exceed the group average.
--------------------------------------------------------------------------------

                                       6

<PAGE>

LOOKING AHEAD
The real (adjusted for inflation) federal funds rate is now at its highest level
in a decade.  This suggests  that the Fed may be near the end of its  tightening
phase.  At the same time, we have seen a number of leading  economic  indicators
turn   negative.   At  the  margin,   manufacturing   trends  have  moved  down,
manufacturing pricing has softened, and consumer spending and housing starts are
lower.  These  elements may be sufficient to cause the Fed to loosen its grip on
the economy.

     In the  short  run,  however,  the  stock  market  continues  to  challenge
investors:  Volatility  remains high and style leadership  uncertain.  But there
have been some  reassuring  signs of  rational  behavior.  The  future  earnings
prospects of certain "new economy" stocks have been reexamined,  with subsequent
stock-price  adjustments.  While our  results  during the first half of the year
were not as strong as we would  have  liked,  we are  confident  that a balanced
investment process that puts significant emphasis on reasonable  valuations will
continue to be successful over the long run.


Wellington Management Company, LLP
Franklin Portfolio Associates, LLC
Vanguard Quantitative Equity Group

July 19, 2000

--------------------------------------------------------------------------------
ABOUT THE FUND'S INVESTMENT STRATEGIES
Morgan Growth Fund's three  advisers  select stocks for the fund  independently,
although they share a common goal of long-term growth in capital.  The following
are brief descriptions of the advisers' strategies.

WELLINGTON MANAGEMENT COMPANY, LLP
Wellington  Management's  portfolio  manager  seeks to identify  companies  with
above-average   prospects  for  growth,   especially  in  industries  undergoing
fundamental   changes.   The  investment   process  is  supported  by  in-depth,
company-by-company  examinations and evaluations by more than 30 global industry
analysts.

FRANKLIN PORTFOLIO ASSOCIATES, LLC
Franklin uses an array of computer models to analyze some 4,000 stocks in search
of issues that appear to be undervalued.  Franklin  considers the economic cycle
and ranks securities based on three key analyses:  fundamental  momentum,  which
seeks to identify companies with relatively strong near-term business prospects;
relative value,  which searches out stocks with attractive prices in relation to
past  market  values or to  specific  financial  measures  such as book value or
sales; and future cash flow, which assesses stocks based on prospects for growth
in earnings and dividends.

VANGUARD QUANTITATIVE EQUITY GROUP
Vanguard  Quantitative  Equity  Group  uses  computer  models to rank some 3,000
stocks by a variety of  measures,  including  cash  flow,  relative  value,  and
share-price  momentum.  Overall  rankings  are based on weights  assigned to the
various  measures.  A portfolio  is  constructed  from among the  higher-ranking
stocks to  resemble  the Growth Fund Stock  Index,  which  reflects  the average
common stock holdings of the 50 largest  growth-oriented  mutual funds,  in such
key characteristics as market  capitalization and diversification among industry
sectors.
--------------------------------------------------------------------------------

                                       7

<PAGE>

FUND PROFILE
MORGAN GROWTH FUND


This Profile  provides a snapshot of the fund's  characteristics  as of June 30,
2000,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on page 9.


PORTFOLIO CHARACTERISTICS
-----------------------------------------------
                        MORGAN          S&P 500
-----------------------------------------------
Number of Stocks           400              500
Median Market Cap       $26.9B           $94.9B
Price/Earnings Ratio     38.2x            28.7x
Price/Book Ratio          4.9x             5.2x
Yield                     0.6%             1.1%
Return on Equity         19.1%            24.5%
Earnings Growth Rate     17.4%            17.3%
Foreign Holdings          2.2%             1.2%
Turnover Rate             94%*               --
Expense Ratio           0.38%*               --
Cash Investments          2.5%               --

*Annualized.


INVESTMENT FOCUS
-----------------
STYLE = GROWTH
MARKET CAP = LARGE


VOLATILITY MEASURES
------------------------------------
               MORGAN        S&P 500
------------------------------------
R-Squared        0.45         1.00
Beta             0.59         1.00


TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
-------------------------------------------
Cisco Systems, Inc.                    2.9%
Microsoft Corp.                        2.5
AT&T Corp.-Liberty Media Class A       2.4
WorldCom, Inc.                         1.6
Corning, Inc.                          1.5
Citigroup, Inc.                        1.5
Home Depot, Inc.                       1.5
Texas Instruments, Inc.                1.5
Analog Devices, Inc.                   1.4
General Electric Co.                   1.3
-------------------------------------------
Top Ten                               18.1%


SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
--------------------------------------------------------------------------------
                        June 30, 1999      June 30, 2000
                      -----------------------------------------
                            Morgan        Morgan   S&P 500
                      -----------------------------------------
Auto & Transportation         1.7%          1.3%      1.6%
Consumer Discretionary       23.2          19.0      11.8
Consumer Staples              3.6           2.3       5.7
Financial Services           16.7          10.1      13.4
Health Care                  10.7          13.1      11.7
Integrated Oils               0.9           1.4       4.5
Other Energy                  0.7           1.5       1.8
Materials & Processing        3.9           0.9       2.2
Producer Durables             6.0           4.8       2.9
Technology                   18.8          33.1      29.9
Utilities                     9.2           9.1       8.6
Other                         4.6           3.4       5.9
--------------------------------------------------------------------------------

                                       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  INVESTMENTS.  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
MORGAN 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: DECEMBER 31, 1979-JUNE 30, 2000
---------------------------------------------------------
            MORGAN GROWTH  FUND        S&P 500
FISCAL   CAPITAL  INCOME   TOTAL        TOTAL
YEAR     RETURN   RETURN   RETURN       RETURN
---------------------------------------------------------
1980       30.5%    4.2%    34.7%       32.4%
1981       -7.1     2.3     -4.8        -4.9
1982       24.1     3.6     27.7        21.5
1983       25.8     2.6     28.4        22.5
1984       -8.1     2.0     -6.1         6.3
1985       27.5     2.8     30.3        31.8
1986        4.2     3.6      7.8        18.7
1987        3.3     1.7      5.0         5.3
1988       19.8     2.5     22.3        16.6
1989       19.9     2.8     22.7        31.7
1990       -4.4     2.9     -1.5        -3.1
---------------------------------------------------------


TOTAL INVESTMENT RETURNS: DECEMBER 31, 1979-JUNE 30, 2000
---------------------------------------------------------
            MORGAN GROWTH  FUND        S&P 500
FISCAL   CAPITAL  INCOME   TOTAL        TOTAL
YEAR     RETURN   RETURN   RETURN       RETURN
---------------------------------------------------------
1991       26.3%    3.0%    29.3%       30.5%
1992        8.1     1.4      9.5         7.6
1993        5.9     1.4      7.3        10.1
1994       -2.9     1.2     -1.7         1.3
1995       34.6     1.4     36.0        37.6
1996       22.3     1.0     23.3        23.0
1997       29.7     1.1     30.8        33.4
1998       21.1     1.2     22.3        28.6
1999       33.3     0.8     34.1        21.0
2000*       3.2     0.0      3.2        -0.4
---------------------------------------------------------
*Six months ended June 30, 2000.
See  Financial  Highlights  table  on page 18 for  dividend  and  capital  gains
information for the past five years.


AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
                                                                 10 YEARS
                       INCEPTION                       -------------------------
                         DATE       1 YEAR   5 YEARS   CAPITAL  INCOME   TOTAL
--------------------------------------------------------------------------------
Morgan Growth Fund     12/31/1968   21.10%   25.13%    16.30%   1.58%    17.88%
--------------------------------------------------------------------------------

                                       10

<PAGE>

FINANCIAL STATEMENTS
JUNE 30, 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*
MORGAN GROWTH FUND                             SHARES                (000)
--------------------------------------------------------------------------------
COMMON STOCKS (92.2%)(1)
--------------------------------------------------------------------------------
AUTO & TRANSPORTATION (1.2%)
o FedEx Corp.                                 569,500           $   21,641
o Ryanair Holdings PLC ADR                    451,800               16,491
  Delta Air Lines, Inc.                       104,800                5,299
  Werner Enterprises, Inc.                    406,250                4,697
  Eaton Corp.                                  68,800                4,610
  PACCAR, Inc.                                107,000                4,247
o AMR Corp.                                   141,700                3,746
  UAL Corp.                                    42,000                2,444
o Navistar International Corp.                 75,600                2,348
  Burlington Northern
   Santa Fe Corp.                              91,600                2,101
  Ford Motor Co.                               30,700                1,320
  Meritor Automotive, Inc.                     97,100                1,068
  General Motors Corp.                         17,449                1,013
  Kansas City Southern
   Industries, Inc.                             7,200                  639
o Visteon Corp.                                 4,020                   49
                                                                ----------
                                                                    71,713
                                                                ----------
CONSUMER DISCRETIONARY (17.6%)
o AT&T Corp.-Liberty Media
   Class A                                  5,747,700              139,382
  Home Depot, Inc.                          1,726,750               86,230
o America Online, Inc.                      1,298,600               68,501
  Time Warner, Inc.                           676,300               51,399
o Viacom Inc. Class B                         573,988               39,139
  The Walt Disney Co.                         964,900               37,450
o AMFM Inc.                                   542,100               37,405
  Wal-Mart Stores, Inc.                       505,300               29,118

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                               SHARES                (000)
--------------------------------------------------------------------------------
o Infinity Broadcasting Corp.                 793,750           $   28,922
  Knight Ridder                               488,500               25,982
  Kimberly-Clark Corp.                        406,800               23,340
o Clear Channel
   Communications, Inc.                       309,200               23,190
o Comcast Corp.-Special Class A               546,400               22,129
  News Corp. Ltd. Pfd. ADR                    445,000               21,137
o Bed Bath & Beyond, Inc.                     500,000               18,125
o Univision Communications Inc.               148,600               15,380
  Sears, Roebuck & Co.                        452,500               14,763
  Waste Management, Inc.                      725,000               13,775
  Lowe's Cos., Inc.                           312,400               12,828
o Federated Department
   Stores, Inc.                               371,800               12,548
  Circuit City Stores, Inc.                   377,200               12,518
o TV Guide, Inc.                              354,600               12,145
  Gannett Co., Inc.                           199,400               11,927
  E.W. Scripps Co. Class A                    240,000               11,820
o Yahoo!, Inc.                                 94,900               11,756
  Whirlpool Corp.                             242,200               11,293
  Hasbro, Inc.                                729,950               10,995
  Viad Corp.                                  383,500               10,450
  Darden Restaurants Inc.                     598,600                9,727
o Valassis Communications, Inc.               247,150                9,423
o Michaels Stores, Inc.                       202,900                9,295
o EchoStar Communications Corp.               275,000                9,105
o Robert Half International, Inc.             319,000                9,091
o Tech Data Corp.                             208,400                9,078
  Interpublic Group of Cos., Inc.             200,000                8,600
o Barnes & Noble, Inc.                        330,400                7,351
  Target Corp.                                126,500                7,337

                                       11

<PAGE>

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
MORGAN GROWTH FUND                             SHARES                (000)
--------------------------------------------------------------------------------
o TMP Worldwide, Inc.                          94,700           $    6,990
  Omnicom Group Inc.                           78,200                6,965
o Convergys Corp.                             127,400                6,609
  The Limited, Inc.                           286,600                6,198
o Jones Apparel Group, Inc.                   249,600                5,866
o eBay Inc.                                   107,200                5,822
o Iron Mountain, Inc.                         168,300                5,722
o Zale Corp.                                  156,600                5,716
o USA Networks, Inc.                          250,000                5,406
  R.R. Donnelley & Sons Co.                   233,300                5,264
  Eastman Kodak Co.                            84,300                5,016
  Galileo International, Inc.                 238,900                4,987
  Tiffany & Co.                                70,200                4,739
o Tricon Global Restaurants, Inc.             166,900                4,715
  New York Times Co. Class A                  111,300                4,396
o Best Buy Co., Inc.                           67,600                4,276
  Young & Rubicam Inc.                         68,800                3,935
  May Department Stores Co.                   159,800                3,835
o Jack in the Box Inc.                        144,500                3,558
o Cendant Corp.                               236,600                3,312
  RadioShack Corp.                             68,100                3,226
  TJX Cos., Inc.                              163,100                3,058
  Polaroid Corp.                              166,400                3,006
  The McGraw-Hill Cos., Inc.                   51,700                2,792
o InfoSpace, Inc.                              46,400                2,564
o Telewest Communications PLC                 661,500                2,283
  Wendy's International, Inc.                 104,000                1,853
  Ethan Allen Interiors, Inc.                  70,550                1,693
  Hertz Corp. Class A                          55,600                1,560
o Lycos, Inc.                                  26,800                1,447
o Grupo Prisa SA                               53,931                1,256
  Liz Claiborne, Inc.                          34,400                1,213
  McDonald's Corp.                             33,500                1,103
o The Neiman Marcus Group,
   Inc. Class A                                33,900                1,002
  Talbots Inc.                                 18,000                  989
  American Greetings Corp. Class A             46,100                  876
o Toys R Us, Inc.                              40,200                  585
o Harrah's Entertainment, Inc.                 24,500                  513
o CDI Corp.                                    11,400                  232
  Manpower Inc.                                 5,400                  173
o CDW Computer Centers, Inc.                    2,400                  150
                                                                ----------
                                                                 1,027,555
                                                                ----------
CONSUMER STAPLES (2.2%)
  PepsiCo, Inc.                               815,000               36,217
  Philip Morris Cos., Inc.                  1,103,700               29,317
  Sara Lee Corp.                              850,000               16,416
  Ralston-Ralston Purina Group                487,500                9,720
  The Coca-Cola Co.                           156,200                8,972
  ConAgra, Inc.                               462,600                8,818
  Anheuser-Busch Cos., Inc.                    84,000                6,274
  The Pepsi Bottling Group, Inc.              192,900                5,630
  SuperValu Inc.                              269,700                5,141
                                                                ----------
                                                                   126,505
                                                                ----------
FINANCIAL SERVICES (9.3%)
  Citigroup, Inc.                           1,435,350               86,480
  American International
   Group, Inc.                                508,227               59,717
  First Data Corp.                            838,100               41,591
  Ace, Ltd.                                   875,000               24,500
  Marsh & McLennan Cos., Inc.                 228,950               23,911


--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                               SHARES                (000)
--------------------------------------------------------------------------------
  Fannie Mae                                  441,900           $   23,062
  Golden West Financial Corp.                 498,700               20,353
  Associates First Capital Corp.              844,600               18,845
  J.P. Morgan & Co., Inc.                     148,600               16,365
  AXA Financial, Inc.                         479,400               16,300
  Lehman Brothers Holdings, Inc.              169,500               16,028
  Freddie Mac                                 385,600               15,617
  MBNA Corp.                                  505,000               13,698
  Providian Financial Corp.                   150,900               13,581
  Bank of America Corp.                       305,438               13,134
o HomeStore.com, Inc.                         397,400               11,599
  The PMI Group Inc.                          218,650               10,386
  Heller Financial, Inc.                      495,000               10,147
  Morgan Stanley Dean
   Witter & Co.                               119,600                9,957
  The Chase Manhattan Corp.                   187,404                8,632
o BISYS Group, Inc.                           138,600                8,524
  Loews Corp.                                 139,100                8,346
  Merrill Lynch & Co., Inc.                    70,100                8,061
  Dime Bancorp, Inc.                          474,400                7,472
  FleetBoston Financial Corp.                 190,500                6,477
  Cullen/Frost Bankers, Inc.                  226,000                5,947
  Dow Jones & Co., Inc.                        72,800                5,333
  CIGNA Corp.                                  51,700                4,834
  KeyCorp  272,200  4,798
  Bear Stearns Co., Inc.                      112,140                4,668
  Deluxe Corp.                                188,600                4,444
  Donaldson, Lufkin & Jenrette, Inc.          103,500                4,392
  American General Corp.                       65,000                3,965
  UnionBanCal Corp.                           165,872                3,079
  Countrywide Credit Industries, Inc.          88,658                2,687
o Portal Software, Inc.                        35,200                2,248
o DST Systems, Inc.                            22,000                1,675
  A.G. Edwards & Sons, Inc.                    41,600                1,622
  MGIC Investment Corp.                        32,400                1,474
  Green Point Financial Corp.                  63,700                1,194
  Old Republic International Corp.             60,300                  995
                                                                ----------
                                                                   546,138
                                                                ----------
HEALTH CARE (12.1%)
  Pfizer, Inc.                              1,352,800               64,934
o Immunex Corp.                             1,303,100               64,422
  Pharmacia Corp.                           1,190,400               61,529
  Johnson & Johnson                           511,000               52,058
  AstraZeneca Group PLC ADR                   835,000               38,827
o Genzyme Corp. General Division              608,300               36,156
  Baxter International, Inc.                  490,100               34,460
  American Home Products Corp.                505,000               29,669
  Cardinal Health, Inc.                       389,750               28,841
  Abbott Laboratories                         580,000               25,846
  UnitedHealth Group Inc.                     301,000               25,811
o Boston Scientific Corp.                     783,700               17,192
o Human Genome Sciences, Inc.                 125,000               16,672
o Forest Laboratories, Inc.                   155,900               15,746
  Merck & Co., Inc.                           195,100               14,950
o Quest Diagnostics, Inc.                     200,700               14,363
o MedImmune Inc.                              189,200               14,001
  Schering-Plough Corp.                       274,800               13,877
o IVAX Corp.                                  326,300               13,541
o Gilead Sciences, Inc.                       184,300               13,108
o Millennium Pharmaceuticals, Inc.            112,900               12,631
  IMS Health, Inc.                            600,000               10,800


--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                               SHARES                (000)
--------------------------------------------------------------------------------
o Cytyc Corp.                                 188,900           $   10,083
  Eli Lilly & Co.                              95,900                9,578
o Aclara Biosciences, Inc.                    138,900                7,075
o Abgenix, Inc.                                58,200                6,976
o MiniMed, Inc.                                58,700                6,927
  Alpharma, Inc. Class A                      109,100                6,791
o Andrx Corp.                                  99,400                6,354
o Pacificare Health Systems, Inc.             102,300                6,157
  HCA-The Healthcare Co.                      188,600                5,729
  Bristol-Myers Squibb Co.                     62,900                3,664
o Gene Logic Inc.                             100,000                3,569
  Tenet Healthcare Corp.                      127,300                3,437
o Watson Pharmaceuticals, Inc.                 57,600                3,096
o Amgen, Inc.                                  37,800                2,655
o Chiron Corp.                                 45,800                2,175
  Allergan, Inc.                               24,700                1,840
o HEALTHSOUTH Corp.                           187,500                1,348
o Varian Medical Systems, Inc.                 16,200                  634
  Bausch & Lomb, Inc.                           6,800                  526
                                                                ----------
                                                                   708,048
                                                                ----------
INTEGRATED OILS (1.3%)
  Exxon Mobil Corp.                           217,700               17,089
  Kerr-McGee Corp.                            265,800               15,666
  Occidental Petroleum Corp.                  706,600               14,883
  USX-Marathon Group                          563,300               14,118
  Phillips Petroleum Co.                      101,100                5,125
  Chevron Corp.                                55,800                4,733
  Texaco Inc.                                  74,200                3,951
                                                                ----------
                                                                    75,565
                                                                ----------
OTHER ENERGY (1.4%)
  Halliburton Co.                             450,000               21,234
o Calpine Corp.                               274,400               18,042
  Transocean Sedco Forex Inc.                 325,000               17,367
  Apache Corp.                                228,200               13,421
o BJ Services Co.                             176,900               11,056
  Valero Energy Corp.                          31,600                1,003
  Sunoco, Inc.                                 32,800                  966
                                                                ----------
                                                                    83,089
                                                                ----------
MATERIALS & PROCESSING (0.8%)
  Air Products & Chemicals, Inc.              515,300               15,878
  Dow Chemical Co.                            330,600                9,980
  Louisiana-Pacific Corp.                     702,700                7,642
  Engelhard Corp.                             440,900                7,523
  Georgia Pacific Group                        82,000                2,152
  Owens Corning                               189,200                1,750
  Alcoa Inc.                                   53,636                1,555
o Energizer Holdings, Inc.                     84,633                1,545
  International Paper Co.                      11,316                  337
                                                                ----------
                                                                    48,362
                                                                ----------

PRODUCER DURABLES (4.5%)
o Applied Materials, Inc.                     371,400               33,658
  Koninklijke (Royal) Philips
   Electronics NV NY Shares                   611,000               29,022
  United Technologies Corp.                   475,000               27,966
o American Tower Corp. Class A                600,000               25,012
o Teradyne, Inc.                              232,700               17,103
  Emerson Electric Co.                        282,100               17,032
o Crown Castle International Corp.            360,000               13,140
o LAM Research Corp.                          284,700               10,676
o Agilent Technologies, Inc.                  137,520               10,142

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                               SHARES                (000)
--------------------------------------------------------------------------------
  Dover Corp.                                 210,800           $    8,551
  RF Micro Devices, Inc.                       94,000                8,237
o Credence Systems Corp.                      140,300                7,743
o KLA-Tencor Corp.                            122,900                7,197
o Brooks Automation, Inc.                     105,000                6,713
o LTX Corp.                                   188,500                6,586
o Novellus Systems, Inc.                      108,400                6,131
  Pitney Bowes, Inc.                          138,500                5,540
o EMCORE Corp.                                 43,300                5,196
  Cooper Industries, Inc.                     142,200                4,630
  Pall Corp.                                  160,000                2,960
  The Boeing Co.                               62,100                2,597
o Varian Semiconductor
   Equipment Associates, Inc.                  30,400                1,910
  Tektronix, Inc.                              16,700                1,236
  York International Corp.                     43,500                1,136
  Tecumseh Products Co. Class A                20,200                  771
                                                                ----------
                                                                   260,885
                                                                ----------
TECHNOLOGY (30.5%)
  COMMUNICATIONS TECHNOLOGY (10.0%)
o Cisco Systems, Inc.                       2,670,900              169,769
  Corning, Inc.                               331,300               89,410
o JDS Uniphase Corp.                          407,200               48,813
o 3Com Corp.                                  774,800               44,648
o Cabletron Systems, Inc.                   1,026,400               25,917
  Motorola, Inc.                              836,251               24,304
  Lucent Technologies, Inc.                   366,800               21,733
o General Motors Corp. Class H                210,000               18,427
o QUALCOMM, Inc.                              181,700               10,902
o Remec, Inc.                                 238,700                9,996
o Natural Microsystems Corp.                   86,800                9,760
o Digital Microwave Corp.                     247,500                9,436
o ISS Group, Inc.                              89,100                8,797
o Brocade Communications
   Systems, Inc.                               47,200                8,660
o RealNetworks, Inc.                          169,100                8,550
o Software.com, Inc.                           64,600                8,390
o Foundry Networks, Inc.                       71,800                7,934
o Comverse Technology, Inc.                    80,000                7,440
  KPN Qwest NV ADR                            177,600                7,037
o Aspect Communications Corp.                 158,000                6,211
o Tekelec                                     120,900                5,826
o Handspring, Inc.                            212,100                5,727
o NCR Corp.                                   129,600                5,046
o Advanced Fibre
   Communications, Inc                        110,800                5,021
o ADC Telecommunications, Inc.                 56,700                4,756
o Black Box Corp.                              60,000                4,750
o FLAG Telecom Holdings Ltd.                  302,500                4,500
  DSET Corp.                                   87,300                2,652
o Network Associates, Inc.                     91,000                1,854

  COMPUTER SERVICES, SOFTWARE, & SYSTEMS (8.2%)
o Microsoft Corp.                           1,817,500              145,400
o VeriSign, Inc.                              225,430               39,788
o Oracle Corp.                                378,700               31,834
o BMC Software, Inc.                          805,000               29,370
o BroadVision, Inc.                           392,900               19,964
o Rational Software Corp.                     200,000               18,587
o Veritas Software Corp.                      150,400               16,998
o Micromuse Inc.                               81,300               13,454

                                       13

<PAGE>

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
MORGAN GROWTH FUND                             SHARES                (000)
--------------------------------------------------------------------------------
o BEA Systems, Inc.                           266,200           $   13,160
o Siebel Systems, Inc.                         72,300               11,826
o Vignette Corp.                              200,000               10,403
o Ceridian Corp.                              415,000                9,986
o HNC Software, Inc.                          160,400                9,905
o Mercator Software, Inc.                     136,000                9,350
o Macromedia, Inc.                             90,000                8,702
  Computer Associates
   International, Inc.                        161,800                8,282
  Adobe Systems, Inc.                          63,500                8,255
o Macrovision Corp.                           114,600                7,325
o Intuit, Inc.                                176,600                7,307
o Aspen Technologies, Inc.                    165,000                6,352
o QLogic Corp.                                 88,700                5,860
o AXENT Technologies, Inc.                    231,100                5,734
o Symantec Corp.                              104,200                5,620
o Compuware Corp.                             511,600                5,308
o Brio Technology, Inc.                       243,800                5,166
o MarchFirst, Inc.                            272,636                4,976
o Cadence Design Systems, Inc.                240,800                4,906
o i2 Technologies, Inc.                        39,600                4,129
o Allaire Corp.                                97,200                3,572
o Informatica Corp.                            37,200                3,048
o Zomax Inc.                                  227,900                2,991
o Citrix Systems, Inc.                        122,100                2,312
o TenFold Corp.                               120,100                1,974
  Sabre Holdings Corp.                         57,600                1,642
o Viant Corp.                                  32,400                  960
o Electronics for Imaging, Inc.                 6,000                  152

  COMPUTER TECHNOLOGY (4.1%)
o EMC Corp.                                   502,600               38,669
  Hewlett-Packard Co.                         221,600               27,672
  International Business
    Machines Corp.                            248,800               27,259
o Sun Microsystems, Inc.                      254,300               23,125
o Computer Sciences Corp.                     309,300               23,101
o Apple Computer, Inc.                        290,100               15,194
o Dell Computer Corp.                         272,800               13,452
  Compaq Computer Corp.                       500,300               12,789
o RSA Security Inc.                           172,300               11,932
o Seagate Technology Inc.                     187,800               10,329
o Network Appliance, Inc.                     100,10                 8,058
o InFocus Corp.                               179,700                5,784
  Electronic Data Systems Corp.               125,600                5,181
o Gateway, Inc.                                72,000                4,086
o Phoenix Technologies Ltd.                   242,900                3,962
o Maxtor Corp.                                338,200                3,572
o Zebra Technologies Corp. Class A             64,900                2,876
o Synopsys, Inc.                               40,100                1,386
o Silicon Graphics, Inc.                      240,000                  900
o Emulex Corp.                                  5,600                  368
o Unisys Corp.                                 24,000                  349
o Ingram Micro, Inc.                           10,900                  190
o Adaptec, Inc.                                 6,800                  155

  ELECTRONICS (1.1%)
o Flextronics International Ltd.              350,000               24,041
o Sanmina Corp.                               180,900               15,467
o Vishay Intertechnology, Inc.                230,050                8,728


--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                               SHARES                (000)
--------------------------------------------------------------------------------
  Methode Electronics, Inc. Class A           123,900           $    4,786
o Semtech Corp.                                58,100                4,444
  AVX Corp.                                   191,500                4,393

  ELECTRONICS--SEMICONDUCTORS/COMPONENTS (6.3%)
  Texas Instruments, Inc.                   1,247,800               85,708
o Analog Devices, Inc.                      1,048,400               79,678
  Intel Corp.                                 480,400               64,223
o Broadcom Corp.                               79,900               17,493
o National Semiconductor Corp.                288,500               16,372
o Advanced Micro Devices, Inc.                179,300               13,851
o International Rectifier Corp.               230,300               12,897
o Xilinx, Inc.                                122,100               10,081
o Applied Micro Circuits Corp.                 89,900                8,878
o Amkor Technology, Inc.                      232,700                8,217
o SCI Systems, Inc.                           178,500                6,995
o Lattice Semiconductor Corp.                  95,000                6,567
o Jabil Circuit, Inc.                         129,600                6,431
o Cree, Inc.                                   45,600                6,088
o Atmel Corp.                                 154,600                5,701
o Integrated Silicon Solution, Inc.           133,700                5,081
o Arrow Electronics, Inc.                     161,800                5,016
o Maxim Integrated Products, Inc.              50,000                3,397
o Cypress Semiconductor Corp.                  60,900                2,573
o ACT Manufacturing, Inc.                      20,600                  957

  ELECTRONICS--TECHNOLOGY (0.8%)
o Solectron Corp.                             702,400               29,413
o KEMET Corp.                                 278,100                6,970
o Coherent, Inc.                               61,800                5,183
  Harris Corp.                                 68,200                2,234
  Rockwell International Corp.                 34,200                1,077

  SCIENTIFIC EQUIPMENT & SUPPLIES
  Newport Corp.                                27,000                2,899
                                                                ----------
                                                                 1,787,092
                                                                ----------
  UTILITIES (8.4%)
o WorldCom, Inc.                            2,040,450               93,606
o Sprint Corp. (PCS Group)                  1,073,800               63,891
o NTL Inc.                                    404,875               24,242
o Nextel Communications, Inc.                 372,400               22,786
o COLT Telecom Group PLC                      680,800               22,675
o Cox Communications, Inc. Class A            450,900               20,544
o MediaOne Group, Inc.                        256,699               17,023
o UnitedGlobalCom Inc. Class A                348,000               16,269
o Global Crossing Ltd.                        603,500               15,880
  BellSouth Corp.                             366,800               15,635
o Intermedia Communications Inc.              475,400               14,143
o McLeodUSA, Inc. Class A                     678,000               14,026
o VoiceStream Wireless Corp.                   90,600               10,536
  Sprint Corp.                                199,100               10,154
  Telephone & Data Systems, Inc.              100,100               10,035
o Powertel Inc.                               140,600                9,974
o Rural Cellular Corp. Class A                125,000                9,570
  AT&T Corp.                                  291,357                9,214
o TeleCorp PCS, Inc.                          220,000                8,869
o China Unicom Ltd. ADR                       397,600                8,449
o NEXTLINK Communications, Inc.               204,200                7,747
o Tritel, Inc.                                250,000                7,422

--------------------------------------------------------------------------------
                                                                    MARKET
                                                                    VALUE*
                                               SHARES                (000)
--------------------------------------------------------------------------------
  Telecom Italia SpA ADR                      700,000           $    7,180
  BroadWing Inc.                              275,000                7,133
  FPL Group, Inc.                             121,000                5,989
  Bell Atlantic Corp.                         113,900                5,788
o MGC Communications, Inc.                     92,400                5,538
  TXU Corp.                                   185,700                5,478
o Metricom                                    182,900                5,098
o Nextel Partners, Inc.                       144,300                4,699
  U.S. Unwired, Inc.                          328,400                4,269
  Reliant Energy, Inc.                         88,800                2,625
o Alamosa PCS Holdings, Inc.                   89,600                1,870
  Duke Energy Corp.                            26,600                1,500
  DTE Energy Co.                               49,000                1,498
  Public Service Enterprise
   Group, Inc.                                 30,100                1,042
  CenturyTel, Inc.                             25,250                  726
  GPU, Inc.                                    15,800                  428
  Unicom Corp.                                  6,900                  267
                                                                ----------
                                                                   493,818
                                                                ----------
  OTHER (2.9%)
  General Electric Co.                      1,412,300               74,852
  Tyco International Ltd.                     740,000               35,057
  Illinois Tool Works, Inc.                   497,419               28,353
  Textron, Inc.                               187,400               10,178
  Johnson Controls, Inc.                      193,000                9,903
  Fortune Brands, Inc.                        291,400                6,720
  Minnesota Mining &
   Manufacturing Co.                           56,600                4,669
  GenCorp, Inc.                               100,000                  800
                                                                ----------
                                                                   170,532
                                                                ----------
--------------------------------------------------------------------------------
  TOTAL COMMON STOCKS
   (COST $4,076,637)                                             5,399,302
--------------------------------------------------------------------------------

                                                 Face
                                               Amount
                                                (000)
--------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (7.7%)(1)
--------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORP.
(2)6.33%, 7/27/2000                         $   3,000                2,986
FEDERAL NATIONAL MORTGAGE ASSN.
(2)6.06%, 7/13/2000                            10,300               10,282
(2)6.09%, 7/20/2000                             9,000                8,973
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
   Obligations in a Pooled
   Cash Account
   6.71%, 7/3/2000                            390,809              390,809
   6.71%, 7/3/2000--Note G                     38,514               38,514
--------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
(COST $451,561)                                                    451,564
--------------------------------------------------------------------------------
TOTAL INVESTMENTS (99.9%)
(COST $4,528,198)                                                5,850,866
--------------------------------------------------------------------------------


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

                                                                    Market
                                                                    Value*
                                                                     (000)
--------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (0.1%)
--------------------------------------------------------------------------------
Other Assets--Note C                                            $  98,894
Liabilities--Note G                                               (94,203)
                                                                ----------
                                                                    4,691
--------------------------------------------------------------------------------
NET ASSETS (100%)
--------------------------------------------------------------------------------
Applicable to 255,155,979 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                    $5,855,557
================================================================================

NET ASSET VALUE PER SHARE                                          $22.95
================================================================================
*See Note A in Notes to  Financial  Statements.
oNon-income-producing security.
(1)The  fund  invests a portion of its cash  reserve in equity
   markets through the use of index  futures  contracts.  After
   giving  effect to futures  investments,  the fund's  effective
   common stock and temporary cash investment  positions
   represent 97.5% and 2.4%,  respectively,  of net assets.
See Note F in Notes to Financial Statements.
(2)Securities with an aggregate value of $22,241,000  have
   been segregated as initial margin for open futures
   contracts.
ADR--American Depositary Receipt.

--------------------------------------------------------------------------------
AT JUNE 30, 2000, NET ASSETS CONSISTED OF:
--------------------------------------------------------------------------------
                                               Amount        Per
                                                (000)      Share
--------------------------------------------------------------------------------
Paid in Capital                            $4,033,760     $15.81
Undistributed Net
 Investment Income                             19,646        .08
Accumulated Net Realized Gains                485,335       1.90
Unrealized Appreciation
 (Depreciation)--Note F
 Investment Securities                      1,322,668       5.18
 Futures Contracts                             (5,852)      (.02)
--------------------------------------------------------------------------------
NET ASSETS                                 $5,855,557     $22.95
================================================================================

                                       15

<PAGE>

STATEMENT OF OPERATIONS

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


--------------------------------------------------------------------------------
                                                            MORGAN GROWTH FUND
                                                SIX MONTHS ENDED JUNE 30, 2000
                                                                         (000)
--------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends                                                          $  17,863
      Interest                                                           13,042
      Security Lending                                                      554
                                                                       ---------
      Total Income                                                       31,459
                                                                       ---------
EXPENSES
   Investment Advisory Fees--Note B
      Basic Fee                                                           2,591
      Performance Adjustment                                                 98
   The Vanguard Group--Note C
      Management and Administrative                                       7,192
      Marketing and Distribution                                            312
   Custodian Fees                                                            74
   Auditing Fees                                                              5
   Shareholders' Reports                                                     82
   Trustees' Fees and Expenses                                                3
                                                                       ---------
      Total Expenses                                                     10,357
      Expenses Paid Indirectly--Note D                                     (485)
                                                                       ---------
       Net Expenses                                                       9,872
--------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    21,587
--------------------------------------------------------------------------------
REALIZED NET GAIN
   Investment Securities Sold                                           485,403
   Futures Contracts                                                     12,198
--------------------------------------------------------------------------------
REALIZED NET GAIN                                                       497,601
--------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   Investment Securities                                               (321,262)
   Futures Contracts                                                    (15,219)
--------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                       (336,481)
--------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                   $182,707
================================================================================

                                       16

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                                   MORGAN GROWTH  FUND
                                                                         ----------------------------------
                                                                            SIX MONTHS                YEAR
                                                                                 ENDED               ENDED
                                                                        JUNE  30, 2000       DEC. 31, 1999
                                                                                 (000)               (000)
-----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                                  $     21,587        $     28,782
   Realized Net Gain                                                           497,601             666,279
   Change in Unrealized Appreciation (Depreciation)                           (336,481)            570,381
                                                                          ---------------------------------
      Net Increase in Net Assets Resulting from Operations                     182,707           1,265,442
                                                                          ---------------------------------
DISTRIBUTIONS
   Net Investment Income                                                            --             (29,733)
   Realized Capital Gain                                                      (179,207)           (600,879)
                                                                          ---------------------------------
      Total Distributions                                                     (179,207)           (630,612)
                                                                          ---------------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                                    1,007,904             863,925
   Issued in Lieu of Cash Distributions                                        173,192             605,622
   Redeemed                                                                   (395,372)           (593,217)
                                                                          ---------------------------------
      Net Increase from Capital Share Transactions                             785,724             876,330
-----------------------------------------------------------------------------------------------------------
   Total Increase                                                              789,224           1,511,160
----------------------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                                       5,066,333           3,555,173
   End of Period                                                            $5,855,557          $5,066,333
===========================================================================================================

1Shares Issued (Redeemed)
   Issued                                                                       44,435              40,331
   Issued in Lieu of Cash Distributions                                          7,075              28,114
   Redeemed                                                                    (17,355)            (27,767)
                                                                          ---------------------------------
      Net Increase in Shares Outstanding                                        34,155              40,678
===========================================================================================================
</TABLE>

                                       17

<PAGE>

FINANCIAL HIGHLIGHTS

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


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                       MORGAN GROWTH FUND
                                                                     YEAR ENDED DECEMBER 31,
FOR A SHARE OUTSTANDING               SIX MONTHS ENDED    -----------------------------------------------------
THROUGHOUT EACH PERIOD                   JUNE 30, 2000         1999        1998       1997      1996      1995
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>         <C>        <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD            $22.92       $19.72      $17.54     $15.63    $14.09    $11.36
---------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                           .09          .14         .18       .160       .14       .15
   Net Realized and Unrealized Gain (Loss)
       on Investments                              .69         6.29        3.61      4.435      3.07      3.89
                                                --------------------------------------------------------------
       Total from Investment Operations            .78         6.43        3.79      4.595      3.21      4.04
                                                ---------------------------------------------------------------
DISTRIBUTIONS
   Dividends from Net Investment Income             --         (.15)       (.18)     (.160)     (.14)     (.15)
   Distributions from Realized Capital Gains      (.75)       (3.08)      (1.43)    (2.525)    (1.53)    (1.16)
                                                ---------------------------------------------------------------
       Total Distributions                        (.75)       (3.23)      (1.61)    (2.685)    (1.67)    (1.31)
--------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $22.95       $22.92      $19.72     $17.54    $15.63    $14.09
==============================================================================================================

TOTAL RETURN                                     3.20%       34.10%      22.26%     30.81%    23.30%    35.98%
==============================================================================================================

Ratios/Supplemental Data
   Net Assets, End of Period (Millions)         $5,856       $5,066      $3,555     $2,795    $2,054    $1,471
   Ratio of Total Expenses to
       Average Net Assets                       0.38%*        0.42%       0.44%      0.48%     0.51%     0.49%
   Ratio of Net Investment Income to
       Average Net Assets                       0.78%*        0.71%       0.96%      0.93%     0.97%     1.10%
   Portfolio Turnover Rate                        94%*          65%         81%        76%       73%       76%
==============================================================================================================
*Annualized.
</TABLE>

                                       18

<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard  Morgan 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 acquired over 60 days to maturity are valued
using the latest bid prices or using  valuations based on a matrix system (which
considers such factors as security  prices,  yields,  maturities,  and ratings),
both  as  furnished  by  independent  pricing  services.  Other  temporary  cash
investments  are valued at amortized  cost,  which  approximates  market  value.
Securities for which market  quotations are not readily  available are valued by
methods deemed by the board of trustees to represent fair value.

     2.  FEDERAL  INCOME  TAXES:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  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.  FUTURES  CONTRACTS:  The fund  uses S&P 500 and S&P  Midcap  400  Index
futures  contracts to a limited extent,  with the objective of maintaining  full
exposure to the stock market while maintaining liquidity.  The fund may purchase
or sell futures  contracts to achieve a desired level of investment,  whether to
accommodate  portfolio  turnover or cash flows from capital share  transactions.
The primary  risks  associated  with the use of futures  contracts are imperfect
correlation  between changes in market values of stocks held by the fund and the
prices of futures contracts, and the possibility of an illiquid market.

     Futures 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 futures gains (losses).

     5.  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.

     6. 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. Wellington  Management Company,  LLP and Franklin Portfolio  Associates,  LLC
provide  investment  advisory  services  to the fund for fees  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 an index of the equity  holdings of the largest  growth stock mutual
funds.

                                       19

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     The Vanguard Group provides  investment  advisory  services to a portion of
the fund on an at-cost basis;  the fund paid Vanguard  advisory fees of $252,000
for the six months ended June 30, 2000.

     For the six months ended June 30, 2000,  the  advisory fee  represented  an
effective  annual basic rate of 0.09% of the fund's average net assets before an
increase of $98,000 based on performance.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  board of  trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At June 30, 2000, the fund had  contributed  capital of $1,081,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 1.1% of Vanguard's capitalization. The fund's trustees and officers are also
directors and officers of Vanguard.

D. The fund has asked its investment advisers 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
June 30, 2000, directed brokerage and custodian fee offset arrangements  reduced
expenses by $470,000  and $15,000,  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 June 30, 2000, the fund purchased  $2,929,504,000
of investment securities and sold $2,386,469,000 of investment securities, other
than temporary cash investments.

F. At June 30, 2000, net unrealized  appreciation  of investment  securities for
financial   reporting  and  federal  income  tax  purposes  was  $1,322,668,000,
consisting of unrealized gains of $1,553,648,000 on securities that had risen in
value since their purchase and  $230,980,000 in unrealized  losses on securities
that had fallen in value since their purchase.

     At June 30, 2000, the aggregate  settlement value of open futures contracts
expiring in September 2000 and the related unrealized depreciation were:


--------------------------------------------------------------------------------
                                                       (000)
                                     -------------------------------------------
                                           AGGREGATE
                         NUMBER OF         SETTLEMENT          UNREALIZED
FUTURES CONTRACTS      LONG CONTRACTS        VALUE            DEPRECIATION
--------------------------------------------------------------------------------
S&P 500                    597             $219,114             $(3,229)
S&P Midcap 400             366               89,359              (2,623)
--------------------------------------------------------------------------------


G. The market value of  securities on loan to  broker/dealers  at June 30, 2000,
was  $37,172,000,  for which the fund held cash collateral of $38,514,000.  Cash
collateral received is invested in repurchase agreements.

                                       20

<PAGE>

--------------------------------------------------------------------------------
THE PEOPLE WHO GOVERN YOUR FUND

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

     Six of Vanguard's  seven 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.

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  Quantitative Equity Group.

<PAGE>

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




Q262 082000

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






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission