VANGUARD MORGAN GROWTH FUND INC
N-30D, 2000-02-24
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[SHIP GRAPHIC]

VANGUARD
MORGAN(TM)GROWTH
FUND

Annual Report
December 31, 1999

[A MEMBER OF THE VANGUARD GROUP (R) LOGO]
<PAGE>
[JOHN C. BOGLE PHOTO]
JOHN C. BOGLE

FELLOW SHAREHOLDERS:

     Two roads  diverged in a wood,  and I--I took the one less traveled by, and
     that has made all the difference.

I can think of no better  words than those of Robert Frost to begin this special
letter to our shareholders,  who have placed such extraordinary  trust in me and
in Vanguard  over the past quarter  century.  When the firm was founded 25 years
ago,  we  deliberately  took a new road to  managing a mutual  fund  enterprise.
Instead of having the funds controlled by an outside management company with its
own  financial  interests,  the  Vanguard  funds--there  were  only  11 of  them
then--would be controlled by their own  shareholders and operate solely in their
financial interests.  The outcome of our unprecedented  decision was by no means
certain. We described it then as "The Vanguard Experiment."
     Well, I guess it's fair to say it's an experiment no more.  During the past
25 years,  the assets we hold in  stewardship  for investors  have grown from $1
billion  to more  than  $500  billion,  and I believe  that our  reputation  for
integrity,  fair-dealing,  and sound investment  principles is second to none in
this  industry.  Our  staggering  growth--which  I  never  sought--has  come  in
important part as a result of the simple investment ideas and basic human values
that are the foundation of my personal philosophy.  I have every confidence that
they  will  long  endure at  Vanguard,  for they are the  right  ideas and right
values, unshakable and eternal.
     While Emerson believed that "an institution is the lengthened shadow of one
man," Vanguard today is far greater than any  individual.  The Vanguard crew has
splendidly  implemented  and  enthusiastically  supported our founding ideas and
values, and deserves the credit for a vital role in forging our success over the
years.  It is a  dedicated  crew of fine human  beings,  working  together in an
organization  that is well prepared to press on regardless long after I am gone.
Creating and leading this  enterprise has been an exhilarating  run.  Through it
all,  I've taken the kudos and the blows  alike,  enjoying  every  moment to the
fullest, and even getting a second chance at life with a heart transplant nearly
four years ago. What more could a man ask?
     While I shall no longer be serving on the Vanguard  Board, I want to assure
you that I will remain  vigorous and active in a newly  created  Vanguard  unit,
researching the financial markets, writing, and speaking. I'll continue to focus
whatever  intellectual  power and  ethical  strength  I possess on my mission to
assure that mutual fund investors everywhere receive a fair shake. In the spirit
of Robert Frost:

     But I have promises to keep,  and miles to go before I sleep,  and miles to
     go before I sleep.

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

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

REPORT FROM THE CHAIRMAN ............1   FUND PROFILE .......................10
AFTER-TAX RETURNS REPORT ............5   PERFORMANCE SUMMARY ................12
THE MARKETS IN PERSPECTIVE ..........6   FINANCIAL STATEMENTS ...............13
REPORT FROM THE ADVISERS ............8   REPORT OF INDEPENDENT ACCOUNTANTS ..23
- --------------------------------------------------------------------------------
<PAGE>

[JOHN J. BRENNAN PHOTO]
JOHN J. BRENNAN

REPORT FROM THE CHAIRMAN

During a year when the  amazing  bull  market  continued  to reach new  heights,
Vanguard Morgan Growth Fund achieved a total return of 34.1%--an impressive 13.1
percentage points higher than the Standard & Poor's 500 Index.
     As the table at right shows,  Morgan Growth Fund's return for the 12 months
ended  December  31,  1999,  topped the average  return of the Growth Fund Stock
Index,  which is based on the stocks held by the 50 largest growth mutual funds.
However,  our gain fell well short of the  average  return of  multi-cap  growth
funds.
- --------------------------------------------------------------------------------
                                                                 TOTAL RETURNS
                                                                   YEAR ENDED
                                                               DECEMBER 31, 1999
- --------------------------------------------------------------------------------
Vanguard Morgan Growth Fund                                          34.1%
- --------------------------------------------------------------------------------
Average Multi-Cap Growth Fund*                                       52.3%
- --------------------------------------------------------------------------------
S&P 500 Index                                                        21.0%
- --------------------------------------------------------------------------------
Growth Fund Stock Index**                                            25.4%
- --------------------------------------------------------------------------------
 *Derived from data provided by Lipper Inc.
**Reflects the average  common stock holdings of the 50 largest  growth-oriented
  mutual funds.

     The fund's total  return  (capital  change plus  reinvested  dividends  and
distributions)  is based on an increase in net asset value from $19.72 per share
on December 31, 1998, to $22.92 per share on December 31, 1999,  and is adjusted
for a  dividend  of  $0.15  per  share  paid  from  net  investment  income  and
distributions totaling $3.08 per share paid from net realized capital gains.

FINANCIAL MARKETS IN REVIEW
The U.S.  stock  market rode an upsurge in the  technology  sector in 1999 to an
unprecedented  fifth consecutive year of returns exceeding 20%. This performance
was  something  of a  come-from-behind  story.  Stocks got off to a strong start
during the first four months of 1999 but, weighed down by higher interest rates,
struggled through most of the summer and into the fall. Through  September,  the
Wilshire 5000 Total Market Index returned 4.6%. But technology  stocks  rallied,
leading  the  market on an upward  tear  over the  final  three  months of 1999,
bringing the Wilshire 5000's full-year return to a remarkable 23.8%.
     The S&P 500  Index,  which is  dominated  by  large-capitalization  stocks,
returned  21.0%.  Small-cap  stocks,  as  measured  by the  Russell  2000 Index,
returned  21.3%--a  fine  showing  for a market  segment  that had badly  lagged
large-cap stocks in the five previous years.
     The rise for the major  indexes in 1999  suggests a broad  advance  for the
market,  but in truth it was a year of "haves" and "have nots"--a huge number of
stocks did not join in the market's  ascent.  Fully 60% of the stocks  listed on
the New York Stock Exchange  actually  declined in price in 1999, and so did 48%
of the stocks listed on the Nasdaq market.  (In fact, 36% of NYSE stocks and 31%
of Nasdaq issues fell by more than 20%.)
     As mentioned,  the technology  sector set a torrid pace--tech stocks in the
S&P 500 Index  gained 74% for the year and were largely  responsible  for growth
stocks within the index  (+28.2%) far  outpacing  value stocks  (+12.7%).  Among
small stocks,  technology issues gained 107%, and the difference  between growth
and value was an amazing  44.6  percentage  points  (43.1% for the Russell  2000
Index's growth stocks and -1.5% for its value stocks).

                                       1
<PAGE>

     Somewhat   surprisingly,   these  stock  market  returns   occurred  in  an
environment of rising  interest  rates.  Rates  increased  substantially  during
1999--a rise encouraged by Federal Reserve policymakers,  who boosted short-term
interest  rates in three  steps by a total of 0.75  percentage  point  (75 basis
points).  Rising interest rates can depress stock prices,  especially for growth
issues,  because they lessen the current value of projected future earnings. But
during 1999,  investors  decided that improving  prospects for corporate profits
outweighed the negative impact of higher rates.
     Bond prices are, of course,  tightly linked to interest  rates,  and rising
rates cause  prices of existing  bonds to fall.  Interest  rates rose across all
maturities in 1999, and prices dropped  accordingly.  The yield of the benchmark
30-year U.S. Treasury bond stood at 6.48% on December 31, 138 basis points above
its 5.10% yield when the year  began.  The total  return of the Lehman  Brothers
Aggregate Bond Index, a broad measure of the U.S. bond market,  was -0.8%,  as a
price decline of -7.0% more than offset interest income of 6.2%.

1999 PERFORMANCE OVERVIEW
Morgan Growth Fund outperformed the S&P 500 Index and even its growth component,
which  gained  28.2%  in  1999.  Last  year  was  the  fifth  straight  year  of
double-digit returns for the fund as well as for the overall market.
     Technology stocks were the big winners. While this sector represented about
20% of  assets  on  average  for both the  fund  and the S&P 500  Index,  Morgan
Growth's tech stocks fared far better,  returning 96%--22 percentage points more
than   the   index's   tech   stocks.    Our   biggest    commitment    was   in
consumer-discretionary  stocks  (mostly  retailers),  where  almost a quarter of
Morgan  Growth's  assets were  invested,  a weighting  almost double that of the
index. Here we trounced the index by a similar margin,  with the fund's holdings
gaining  49%  compared  with the index  sector's  28%.  We also  benefited  from
excellent  stock  selection in producer  durables and  utilities--in  the latter
sector,  our 64% return  was more than five times that of utility  stocks in the
index.
     However,  our selections in the consumer-staples and materials & processing
sectors did not fare as well. Fortunately, we held a relatively small portion of
our   assets  in  those   sectors.   In  the  case  of   consumer   staples--the
worst-performing  sector for both the fund (-35%) and the S&P 500 (-16%)--we had
an average weighting of 3.8%, less than half that of the index.

- --------------------------------------------------------------------------------
                                                       TOTAL ASSETS MANAGED
                                                        DECEMBER 31, 1999
                                                  ------------------------------
                                                   $ MILLION         PERCENTAGE
- --------------------------------------------------------------------------------
Wellington Management                                 $2,075             42%
Franklin Portfolio Associates                          1,996             39
Vanguard Core Management                                 731             14
Cash Reserve*                                            264              5
- --------------------------------------------------------------------------------
Total                                                 $5,066            100%
- --------------------------------------------------------------------------------
*This cash reserve is invested in equity index futures to simulate investment in
 stocks. Each adviser also may maintain a modest cash reserve.

     As noted earlier, Morgan Growth Fund's return lagged far behind the average
multi-cap  growth fund.  Lipper Inc.,  which analyzes  mutual fund returns,  has
placed Morgan Growth in this new category as part of a recent  reorganization of
its fund classifications. We believe it is a reasonable fit. In the past, Morgan
Growth Fund's  benchmark was the average  growth fund,  which  returned 29.3% in
1999.  The new multi-cap  growth  category  embraces about 380 mutual funds that
invest in large- and medium-sized companies. Overall, our


                                       2
<PAGE>

shortfall  versus this group can be attributed to the fact it was "growthier" in
character than Morgan Growth Fund.
     As you know,  three  investment  advisers  choose  stocks for Morgan Growth
Fund.  The table on page 2 shows the  proportion of fund assets  managed by each
adviser as of December 31, 1999.

LONG-TERM PERFORMANCE OVERVIEW
Over the past decade,  Morgan Growth Fund recorded an excellent  absolute return
that  averaged  18.1% a  year.  However,  in  relation  to our  index  and  fund
benchmarks,  the result was  slightly  subpar.  The table at right  presents the
average  annual return for our fund and its  comparative  measures over the past
ten years, as well as the results of a hypothetical  $10,000  investment in each
at the start of the decade.
- --------------------------------------------------------------------------------
                                                        TOTAL RETURNS
                                             TEN YEARS ENDED DECEMBER 31, 1999
                                         ---------------------------------------
                                                AVERAGE         FINAL VALUE OF
                                                 ANNUAL            A $10,000
                                                 RETURN      INITIAL INVESTMENT
- --------------------------------------------------------------------------------
Vanguard Morgan Growth Fund                      18.1%            $52,955
- --------------------------------------------------------------------------------
Average Multi-Cap Growth Fund                    20.3%            $63,674
- --------------------------------------------------------------------------------
S&P 500 Index                                    18.2%            $53,278
- --------------------------------------------------------------------------------

     Our average  annual  return was 2.2  percentage  points  behind that of the
average multi-cap growth fund and a slim tenth of a point behind the S&P 500.
     Two  factors  caused us to lag the index  slightly.  During the 1990s,  the
market's best  performers were very large growth  companies,  which dominate the
S&P 500.  Morgan Growth Fund held some of these  "megacap"  stocks,  but it also
diversified into mid-cap issues.  Our median  capitalization of $29.3 billion at
year-end  1999 was roughly  one-third  of the index's.  In addition,  the index,
which is a theoretical  construct,  incurs none of the real-world  operating and
transaction  costs that all mutual funds must bear.  We note that Morgan  Growth
Fund's costs are among the lowest for actively  managed  growth funds.  In 1999,
the fund's  expense  ratio--annual  expenses  as a  percentage  of  average  net
assets--was 0.42%, compared with our average competitor's 1.52%. That translates
to $4.20 for each $1,000 of net assets for Morgan  Growth  Fund,  but $15.20 per
$1,000 for the average peer.  Over the long run, we believe,  lower costs should
aid us in our quest to provide superior returns.
     In six of the past ten years, we have earned returns greater than 22%--with
returns above 30% in three of those years. We also recorded  negative returns in
two years. We remind newer investors,  who may not yet have experienced a severe
market  downturn,  that such losses  occur from time to time and are an inherent
risk of the stock market.
     The final year of the 1990s capped an amazing  decade for stocks.  The U.S.
stock market, as measured by the Wilshire 5000 Index, produced an average annual
return of 17.6% for those  years,  more than 11/2  times the  average  return of
about 11% achieved by stocks since 1925. In part, the outsized  returns  reflect
the underlying growth in the U.S. economy and in corporate profits.  But part of
the gains can be traced to  growing  optimism  about  stocks and less fear about
their risks. These changes in perception are reflected in the extraordinary rise
in the average stock's price/earnings  ratio--from about 16 as the decade of the
1990s began to an  unprecedented  33 when it ended.  No one knows whether or how
investor  perceptions  may change.  But the moods of markets,  like those of the
millions of individuals who make up the markets, can shift dramatically.

                                       3
<PAGE>
     In constructing long-term plans, we believe it is prudent to recognize that
financial  markets will go through bad times as well as good times, and to adopt
realistic assumptions about future returns. The odds are heavily stacked against
the stock market's  repeating its  performance of the 1990s in the decade ahead.
This isn't a forecast of doom. If inflation  remains in the  neighborhood  of 3%
annually,  it would take stock returns of only 8% to 9% a year to provide decent
real, or inflation-adjusted, returns of 5% to 6%.

IN SUMMARY
As we enter a new century, the temptation for investors to chase hot performance
may be  stronger  than  ever.  But  building  an  investment  program  around  a
relatively  narrow  group  of  stocks  that  have  recently   skyrocketed  is  a
dangerous--and  unnecessary--gamble.  The financial  markets are ever  cyclical.
Stocks of all styles and sizes--as well as entire asset classes--move in and out
of favor in unpredictable patterns. That is why we recommend that investors hold
balanced,  diversified  portfolios of stock funds,  bond funds,  and  short-term
reserves that are suited to their individual goals, investment time horizon, and
temperament for risk-taking. Such balanced portfolios are a solid foundation for
long-term investment success.

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

January 20, 2000

================================================================================
A NOTE OF THANKS TO OUR FOUNDER
================================================================================
As you may have read on the inside  cover of our report,  our  founder,  John C.
Bogle,  retired on  December  31,  1999,  as Senior  Chairman of our Board after
nearly 25 years of devoted  service to Vanguard and our  shareholders.  Vanguard
investors  have Jack to thank for  creating a truly  mutual  mutual fund company
that operates solely in the interest of its fund  shareholders.  And mutual fund
investors  everywhere have benefited from his energetic  efforts to improve this
industry.  Finally, on a personal note, I am forever grateful to Jack for giving
me the opportunity to join this great company in 1982.

                                       4
<PAGE>

A REPORT ON YOUR FUND'S AFTER-TAX RETURNS
Beginning  with this annual  report,  Vanguard is pleased to provide a review of
Morgan Growth Fund's after-tax performance. The figures on this page demonstrate
the  considerable  impact  that  federal  income  taxes  can  have  on a  fund's
return--an important consideration for investors who own mutual funds in taxable
accounts.  While  the  pretax  return  is  most  often  used to  tally a  fund's
performance,   the  fund's  after-tax  return,   which  accounts  for  taxes  on
distributions of capital gains and income dividends,  is a better representation
of the return that many investors  actually  received.  If you own Morgan Growth
Fund in a  tax-deferred  account such as an individual  retirement  account or a
401(k), this information does not apply to you. Such accounts are not subject to
current taxes.
     The table below presents the pretax and after-tax returns for your fund and
an appropriate peer group of mutual funds. Two things to keep in mind:
     o The after-tax return calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden,  therefore,  would be
somewhat  less, and the after-tax  return  somewhat more, for those in lower tax
brackets.
     o The peer funds' returns are provided by Morningstar,  Inc.  (Elsewhere in
this report,  returns for comparable mutual funds are derived from data provided
by Lipper Inc., which differ somewhat.)
     As you can see,  Morgan  Growth Fund's pretax total return of 34.1% for the
12 months  ended  December  31,  1999,  was reduced by taxes to 29.5%.  In other
words, for investors in the highest bracket,  taxes cut the fund's pretax return
by 4.6 percentage points.  The average fund in Morningstar's  large growth group
achieved a pretax return of 38.6% and an after-tax return of 35.9%, a difference
of 2.7 percentage points.
- --------------------------------------------------------------------------------
                              AVERAGE ANNUAL RETURNS: PRETAX AND AFTER-TAX
                                    PERIODS ENDED DECEMBER 31, 1999
                     -----------------------------------------------------------
                           1 YEAR             5 YEARS               10 YEARS
                     -------------------  ------------------  ------------------
                     PRETAX    AFTER-TAX  PRETAX   AFTER-TAX  PRETAX   AFTER-TAX
- --------------------------------------------------------------------------------
Vanguard Morgan
  Growth Fund        34.1%       29.5%     29.2%      25.2%    18.1%      14.9%
Average Large
  Growth Fund*       38.6        35.9      28.5       25.4     18.6       16.1
- --------------------------------------------------------------------------------
*Based on data from Morningstar, Inc.

     Morgan  Growth Fund has  consistently  lagged its peers in tax  efficiency.
While our fund's  pretax return beat that of its average peer over the past five
years,  we lagged in after-tax  returns for this  period.  Over the past decade,
Morgan trailed the peer-group average in both pretax and after-tax returns.
     We stress that because many interrelated  factors affect how tax-friendly a
fund may be,  it's very  difficult  to  predict  tax  efficiency.  A fund's  tax
efficiency  can be influenced by its turnover  rate,  the types of securities it
holds,  the accounting  practices it uses when selling shares,  and the net cash
flow it receives.
     Finally,  it's important to note that our calculation  does not reflect the
effect of your own investment activities. Specifically, you may incur additional
capital gains taxes--thereby  lowering your after-tax return--if you sell all or
some of your shares.

A  NOTE  ABOUT  OUR   CALCULATIONS:   Pretax  total  returns   assume  that  all
distributions   received  (income  dividends,   short-term  capital  gains,  and
long-term  capital  gains) are  reinvested  in new shares,  while our  after-tax
returns assume that  distributions  are reduced by any taxes owed on them before
reinvestment.  When  calculating  the taxes due, we used the highest  individual
federal  income  tax  rates at the time of the  distributions.  Those  rates are
currently 39.6% for dividends and short-term capital gains and 20% for long-term
capital gains. State and local income taxes were not considered. The competitive
group returns provided by Morningstar are calculated in a manner consistent with
that used for Vanguard funds.

                                       5
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR ENDED DECEMBER 31, 1999

A global  expansion  in economic  activity  bolstered  stocks at home and abroad
during 1999. The muscular U.S.  economy provided a good bit of the oomph, but it
got an assist from solid growth in Asian, European, and Latin American economies
that had slumped in 1997 and 1998.
     Interest  rates  increased  significantly--causing  bond prices to fall--as
both investors and monetary policymakers grew concerned that economic growth was
so vigorous that it would cause inflation to accelerate.

U.S. STOCK MARKETS
The booming economy and growing  corporate  profits  provided plenty of fuel for
stock prices during 1999.  However,  higher interest rates  restrained the rise,
especially  for  financial-services  and  electric  utility  stocks  regarded as
interest rate sensitive.
     U.S. economic output increased at an inflation-adjusted rate of about 4%--a
very  rapid  pace for such a large,  mature  economy.  Analysts  estimated  that
corporate  profits  would  grow by 14% in  1999  and  again  in  2000.  Consumer
spending,  which  accounts  for roughly  two-thirds  of economic  activity,  was
strong. People felt prosperous,  thanks to the long bull market, plentiful jobs,
and rising incomes. (After-tax personal income grew by more than 5% in 1999, and
unemployment at year-end was at a three-decade low of 4.1% of the workforce.)

- --------------------------------------------------------------------------------
                                                     AVERAGE ANNUAL RETURNS
                                                 PERIODS ENDED DECEMBER 31, 1999
                                           -------------------------------------
                                             1 YEAR        3 YEARS       5 YEARS
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                               21.0%          27.6%         28.6%
  Russell 2000 Index                          21.3           13.1          16.7
  Wilshire 5000 Index                         23.8           26.1          27.1
  MSCI EAFE Index                             27.3           16.1          13.2
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index                 -0.8%           5.7%          7.7%
  Lehman 10 Year Municipal Bond Index         -1.3            4.8           7.1
  Salomon Smith Barney 3-Month
    U.S. Treasury Bill Index                   4.7            5.0           5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                         2.7%           2.0%          2.4%
- --------------------------------------------------------------------------------

     The stock  market,  as measured by the Wilshire  5000 Index,  gained 23.8%,
with more than  three-quarters  of the gain coming in the final quarter of 1999.
For   the   first   time   in   several   years,    smaller   stocks    outpaced
large-capitalization  issues. The S&P 500 Index, which is dominated by large-cap
stocks and  accounts for more than  three-quarters  of the U.S.  stock  market's
total value, gained 21.0% during the year; the rest of the market gained 35.4%.
     Hidden  in  the  market  averages  was  an  amazing   divergence  in  stock
performance.  Prices soared for most technology-related  stocks, but performance
was pedestrian,  at best, for most other issues. Indeed,  three-fifths of stocks
on the New York Stock Exchange fell in 1999.  The  technology  sector of the S&P
500 Index gained 74%, and the producer-durables sector, driven by huge gains for
some makers of telecommunications and technology gear, was up 49%. These results
were in stark contrast to the declines  suffered by food and beverage  companies
in the  consumer-staples  sector (-16%) and by many companies in the health-care
group (-10%).

                                       6
<PAGE>
     Investors  seemed  bedazzled  by the  prospects  for growth in revenue  and
profits among tech stocks, but less interested in the actual profits for nontech
companies.  Remarkably,  the average S&P 500 stock without earnings gained 36.5%
in 1999,  while the average  stock with  earnings  rose 11.5%.  There is general
agreement  that  growth in  Internet  commerce,  computers,  software,  wireless
communications, and other key tech sectors will be stupendous. However, there is
much  disagreement  about whether profits will grow so  impressively,  given the
intense competition. During 1999, optimists clearly ruled.

U.S. BOND MARKETS
The pickup in worldwide economic activity buoyed stock prices but depressed bond
prices.  Interest rates,  which move in the opposite direction from bond prices,
rose sharply. The rate increase stemmed from increased borrowing by corporations
and individuals and from investors'  fears that a sizzling  economy was bound to
send inflation soaring.
     The inflation evidence was ambiguous.  Price increases were greater in 1999
than in 1998 at both the wholesale and consumer  levels.  Wholesale  prices rose
3.0%, the biggest gain since 1990. And the Consumer Price Index advanced 2.7% in
1999 after a gain of just 1.6% in 1998. However, energy prices, which plunged in
1998 and shot up in 1999,  skewed the figures in both  periods.  At the consumer
level, the "core rate" of inflation,  which excludes food and energy prices, was
up just 1.9% in 1999, the smallest increase in 35 years.
     At midyear,  the Federal Reserve Board, aiming to cool the economy a bit to
head off price pressures,  began raising short-term  interest rates. In all, the
Fed pushed up rates by 0.75 percentage point in three  quarter-point  steps. The
bond  market  anticipated  the  Fed--interest  rates  began  rising  sharply  in
February--and  at year-end the yield of 30-year U.S.  Treasury bonds was up 1.38
percentage  points (138 basis  points) to 6.48%.  The 10-year  Treasury  note--a
benchmark  for mortgage  lenders--rose  179 basis  points,  from 4.65% to 6.44%.
Short-term  rates didn't rise as far;  3-month  Treasury  bill yields were up 88
basis points to 5.33% at year-end.
     Price declines,  as usual,  were greatest for long-term bonds and least for
short-term  bonds. The overall market,  as measured by the Lehman Aggregate Bond
Index,  which has an  intermediate-term  average maturity,  posted a -0.8% total
return  in  1999.  Short-term  bonds  generally  provided  returns  of 2% to 3%.
Long-term  bonds  suffered  significant  price  declines,  and the  Lehman  Long
Government/Corporate Index recorded a -7.7% total return.

INTERNATIONAL STOCK MARKETS
Bullishness  among stock investors was an international  phenomenon in 1999. The
biggest gains came in Pacific-region and emerging markets that had suffered most
from economic slumps and currency crises during 1997 and 1998.
     Overall, the Morgan Stanley Capital International Europe, Australasia,  Far
East (EAFE) Index of major  developed  markets  produced a 27.3% return for U.S.
dollar-based  investors.  The MSCI Pacific Free Index gained an astounding 56.4%
for U.S. investors, as a strong rise in the Japanese yen against the U.S. dollar
tacked on about 12.5 percentage points to a 43.9% return in local currencies. In
Europe,  currency  fluctuations  had the opposite effect:  European  currencies,
including the new 11-nation common currency,  the euro,  mostly fell against the
dollar,  and the 30.3% return in local  currencies was nearly halved to 15.8% in
U.S. dollars.
     Emerging  markets  managed a stunning  turnaround,  as the Select  Emerging
Markets Free Index rose 60.9% in U.S.-dollar terms after having plummeted -18.4%
in 1998 and -16.4% in 1997.

                                       7
<PAGE>

REPORT FROM THE ADVISERS

In a good year for growth  stocks and a  fantastic  year for technology  stocks,
Vanguard Morgan Growth Fund recorded a 34.1% return. It was the fourth-best year
in the fund's  history,  trailing  only the 36.0% return  achieved in 1995,  the
34.7% return in 1980, and the 43.1% gain during 1975.
     Morgan Growth  Fund's total return  exceeded both the 21.0% gain of the S&P
500  Index and the  25.4%  return  of the  Growth  Fund  Stock  Index,  which is
constructed  from the holdings of the 50 largest growth mutual funds. We did not
keep pace with the extraordinary 52.3% average return for funds in Lipper Inc.'s
new multi-cap  growth category.  However,  Morgan Growth Fund did outperform the
29.3% return of the average growth fund,  representing the group in which Lipper
placed us in the past. In all, it was a successful year for the fund.
     There was considerable  turmoil during the year, and price fluctuations for
individual  stocks and the market  averages were unusually wide. But through all
the  volatility,  investors  who focused on  large-capitalization,  high-quality
companies  with  consistent  or  accelerating  earnings  or revenue  growth were
generally  rewarded.  In essence,  it was a "momentum"  year, in which investors
seemed most  attracted  to those  stocks that had already  gone up.  Stocks that
disappointed market expectations, even if by only a little, often plummeted. And
stocks  that  seemed  relatively  cheap,  in terms of  price/earnings  ratios or
dividend yields, tended to get cheaper.
     The  best  performers  in  a  volatile  year  were  technology   companies,
especially  those in or serving the burgeoning  Internet  sector,  and companies
engaged in wireless  telecommunications.  These stocks benefited from investors'
expectations of big payoffs  stemming from the way new technologies are changing
business and the economy.

CHANGES IN OUR HOLDINGS
The biggest change in Morgan Growth Fund's sector  weightings during 1999 was an
increase of about 50% in our commitment to technology  stocks--from about 17% of
our equity  holdings at year-end 1998 to nearly 26% at the end of 1999. In large
part, this change  reflected the  appreciation of technology  stocks rather than
additions  to our  holdings.  The  number  of  tech  stocks  we held  rose  only
slightly--from  52 at the start of the year to 55 at year-end.  We took gains by
selling part of our stake in EMC. We added to our position in Texas Instruments,
which has shed a number  of  money-losing  assets  and is  concentrating  on its
strength in digital signal processing.

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

     As  the  tech  sector's  presence  grew,  there  were  declines  of  2 to 3
percentage  points in our  stock  weightings  in four  other  sectors:  consumer
discretionary  (retailers,   restaurants,  etc.);  consumer  staples  (food  and
beverage  manufacturers and media  companies);  financial  services;  and health
care.
     In  the  consumer-discretionary  group,  now  our  second-largest  industry
weighting, we took some

                                       8
<PAGE>

profits on America Online,  although it remains a top-ten  holding,  and boosted
our holdings in media companies, including Knight Ridder, Infinity Broadcasting,
and Time Warner.
     In financial services,  our third-largest sector weighting,  we trimmed our
stake in Fannie Mae, a former  top-ten  holding,  but boosted our  commitment to
Citigroup. In the commercial-finance  area, we again bought shares in CIT Group,
and we raised our stake in Associates First Capital.
     In the health-care group, market appreciation and some additional purchases
made the  biotechnology  company  Immunex our largest  holding.  We added to our
stakes in Baxter  International and MedImmune,  while we eliminated our McKesson
HBOC position and sold part of our holdings in Cardinal Health and  Columbia/HCA
Healthcare.
     Morgan Growth Fund's three advisers select the fund's stocks independently,
although  all share the  objective  of  long-term  capital  appreciation.  Brief
descriptions of the advisers' strategies follow.

FRANKLIN PORTFOLIO ASSOCIATES
Franklin uses an array of computer models to analyze some 3,500 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 strong near-term business  prospects;  relative
value,  which looks for 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.

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.  In-depth,  company-by-company  examination and analysis by
dozens of global industry analysts support the investment process.

VANGUARD CORE MANAGEMENT GROUP
Vanguard Core Management 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. From the higher-ranking stocks, a portfolio is constructed to resemble
the Growth Fund Stock Index in such key characteristics as market capitalization
and diversification among industry sectors.

Franklin Portfolio Associates, LLC
Wellington Management Company, LLP
Vanguard Core Management Group

January 14, 2000

                                       9
<PAGE>

FUND PROFILE
MORGAN GROWTH FUND

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

PORTFOLIO CHARACTERISTICS                INVESTMENT FOCUS
- --------------------------------------   ---------------------------------------
                      MORGAN   S&P 500   [GRID]
- --------------------------------------   STYLE ...........................GROWTH
Number of Stocks         319       500   MARKET CAP.......................LARGE
Median Market Cap     $29.3B    $86.7B
Price/Earnings Ratio   29.7x     29.8x
Price/Book Ratio        5.2x      5.5x
Yield                   0.6%      1.1%
Return on Equity       18.4%     23.4%
Earnings Growth Rate   16.6%     16.6%
Foreign Holdings        4.2%      1.3%
Turnover Rate            65%        --
Expense Ratio          0.42%        --
Cash Reserves           2.2%        --

                                         TEN LARGEST HOLDINGS
VOLATILITY MEASURES                      (% OF TOTAL NET ASSETS)
- --------------------------------------   ---------------------------------------
                      MORGAN   S&P 500   AT&T Corp-Liberty Media Group
- --------------------------------------     Class A                          3.0%
R-Squared               0.88      1.00   Cisco Systems, Inc.                2.9
Beta                    1.11      1.00   Microsoft Corp.                    2.7
                                         Home Depot, Inc.                   2.6
                                         MCI WorldCom, Inc.                 1.9
                                         Lucent Technologies, Inc.          1.6
                                         Immunex Corp.                      1.5
                                         America Online, Inc.               1.5
                                         General Instrument Corp.           1.5
                                         Citigroup, Inc.                    1.4
                                         ---------------------------------------
                                         Top Ten                           20.6%

SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- --------------------------------------------------------------------------------
                                DECEMBER 31, 1998           DECEMBER 31, 1999
                            ----------------------------------------------------
                                    MORGAN                MORGAN       S&P 500
                            ----------------------------------------------------
Auto & Transportation ......         1.5%                 1.3%            1.9%
Consumer Discretionary .....        23.2                 21.2            13.9
Consumer Staples ...........         5.6                  2.7             6.3
Financial Services .........        16.0                 14.1            13.8
Health Care ................        13.3                 11.4             9.3
Integrated Oils ............         1.3                  0.8             4.8
Other Energy ...............         1.1                  1.3             1.3
Materials & Processing .....         2.8                  2.7             3.2
Producer Durables ..........         6.1                  5.0             3.6
Technology .................        17.2                 25.6            25.4
Utilities ..................         9.3                  9.4            10.2
Other ......................         2.6                  4.5             6.3
- --------------------------------------------------------------------------------
                                       10
<PAGE>
BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and downs of the  overall  market  (or  appropriate  market
index).  The market (or index) is assigned a beta of 1.00, so a fund with a beta
of 1.20  would have seen its share  price  rise or fall by 12% when the  overall
market rose or fell by 10%.

CASH  RESERVES.  The  percentage  of a  fund's  net  assets  invested  in  "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  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 past year.  Funds
with high turnover rates incur higher  transaction  costs and are more likely to
distribute capital gains (which are taxable to investors).

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

                                       11
<PAGE>

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-DECEMBER 31, 1999
- --------------------------------------------------------------------------------
           MORGAN GROWTH FUND    S&P 500            MORGAN GROWTH FUND   S&P 500
FISCAL  CAPITAL  INCOME  TOTAL   TOTAL   FISCAL  CAPITAL  INCOME  TOTAL  TOTAL
YEAR    RETURN   RETURN  RETURN  RETURN  YEAR    RETURN   RETURN  RETURN RETURN
- --------------------------------------------------------------------------------
1980     30.5%    4.2%    34.7%   32.4%  1990     -4.4%    2.9%    -1.5%  -3.1%
1981     -7.1     2.3     -4.8    -4.9   1991     26.3     3.0     29.3   30.5
1982     24.1     3.6     27.7    21.5   1992      8.1     1.4      9.5    7.6
1983     25.8     2.6     28.4    22.5   1993      5.9     1.4      7.3   10.1
1984     -8.1     2.0     -6.1     6.3   1994     -2.9     1.2     -1.7    1.3
1985     27.5     2.8     30.3    31.8   1995     34.6     1.4     36.0   37.6
1986      4.2     3.6      7.8    18.7   1996     22.3     1.0     23.3   23.0
1987      3.3     1.7      5.0     5.3   1997     29.7     1.1     30.8   33.4
1988     19.8     2.5     22.3    16.6   1998     21.1     1.2     22.3   28.6
1989     19.9     2.8     22.7    31.7   1999     33.3     0.8     34.1   21.0
- --------------------------------------------------------------------------------
See  Financial  Highlights  table  on page 20 for  dividend  and  capital  gains
information for the past five years.

CUMULATIVE PERFORMANCE: DECEMBER 31, 1989-DECEMBER 31, 1999
- --------------------------------------------------------------------------------
[MOUNTAIN CHART]
                        MORGAN       AVERAGE         S&P
                        GROWTH       MULTI-CAP       500
                        FUND         GROWTH FUND*    INDEX
- --------------------------------------------------------------------------------
         1989/12         10000         10000         10000
         1990/03          9838          9824          9699
         1990/06         10549         10671         10309
         1990/09          8852          8766          8892
         1990/12          9849          9627          9690
         1991/03         11468         11670         11097
         1991/06         11336         11498         11072
         1991/09         11829         12715         11664
         1991/12         12738         14143         12642
         1992/03         12602         13787         12322
         1992/06         12362         13112         12557
         1992/09         12866         13603         12953
         1992/12         13954         15284         13605
         1993/03         14254         15505         14199
         1993/06         14299         15951         14268
         1993/09         14712         17098         14637
         1993/12         14975         17397         14976
         1994/03         14369         16806         14408
         1994/06         13917         15967         14469
         1994/09         14847         17117         15176
         1994/12         14726         16972         15174
         1995/03         15933         18207         16651
         1995/06         17812         20179         18241
         1995/09         19639         22365         19690
         1995/12         20025         22685         20876
         1996/03         21265         23835         21996
         1996/06         22473         25295         22983
         1996/09         23594         26053         23694
         1996/12         24691         26843         25669
         1997/03         24452         25532         26357
         1997/06         28379         29607         30958
         1997/09         32353         33614         33277
         1997/12         32298         32757         34233
         1998/03         36552         37047         39008
         1998/06         37528         37853         40296
         1998/09         31371         32381         36288
         1998/12         39488         41798         44016
         1999/03         41247         43938         46209
         1999/06         45127         47154         49466
         1999/09         43022         45942         46377
         1999/12         52955         63674         53278
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                  AVERAGE ANNUAL TOTAL RETURNS
                                PERIODS ENDED DECEMBER 31,1999
                                ------------------------------- FINAL VALUE OF A
                                1 YEAR     5 YEARS   10 YEARS $10,000 INVESTMENT
- --------------------------------------------------------------------------------
Morgan Growth Fund              34.10%      29.17%     18.14%       $52,955
Average Multi-Cap Growth Fund*  52.34       30.27      20.34         63,674
S&P 500 Index                   21.04       28.56      18.21         53,278
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED DECEMBER 31, 1999
- --------------------------------------------------------------------------------
                                                                10 YEARS
                      INCEPTION                        -------------------------
                        DATE      1 YEAR    5 YEARS    CAPITAL   INCOME    TOTAL
- --------------------------------------------------------------------------------
Morgan Growth Fund   12/31/1968   34.10%    29.17%     16.55%    1.59%    18.14%
- --------------------------------------------------------------------------------

                                       12
<PAGE>
FINANCIAL STATEMENTS
DECEMBER 31, 1999

STATEMENT OF NET ASSETS
This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped  and  subtotaled  by asset  type  (common  stocks,  bonds,  etc.) and by
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 (92.7%) (1)
- --------------------------------------------------------------------------------
AUTO & TRANSPORTATION (1.2%)
o        FDX Corp.                                   324,500         $   13,284
o        Ryanair Holdings PLC                        225,900             12,453
         Werner Enterprises, Inc.                    406,250              5,713
         Delta Air Lines, Inc.                        97,200              4,842
         Delphi Automotive Systems Corp.             278,733              4,390
         Ford Motor Co.                               68,500              3,661
         PACCAR, Inc.                                 77,300              3,425
         Burlington Northern
           Santa Fe Corp.                            116,100              2,816
o        Navistar International Corp.                 49,700              2,355
o        UAL Corp.                                    28,900              2,242
         Meritor Automotive, Inc.                     97,100              1,881
         Tidewater Inc.                               25,200                907
         General Motors Corp.                         11,200                814
         Arctic Cat, Inc.                             27,300                273
                                                                     -----------
                                                                         59,056
                                                                     -----------
CONSUMER DISCRETIONARY (19.6%)
o        AT&T Corp.-Liberty Media
           Group Class A                           2,703,600            153,429
         Home Depot, Inc.                          1,914,150            131,239
o        America Online, Inc.                      1,011,400             76,298
o        Viacom Inc. Class B                         913,300             55,198
         Wal-Mart Stores, Inc.                       766,300             52,970
         Kimberly-Clark Corp.                        798,300             52,089
         Knight Ridder                               675,300             40,180
o        Federated Department
           Stores, Inc.                              620,600             31,379
o        Infinity Broadcasting Corp.                 793,750             28,724
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                      SHARES               (000)
- --------------------------------------------------------------------------------
o        AMFM Inc.                                   324,100             25,361
         The Walt Disney Co.                         795,000             23,254
o        Yahoo!, Inc.                                 50,000             21,634
o        Bed Bath & Beyond, Inc.                     550,000             19,113
         Gannett Co., Inc.                           232,100             18,931
         Time Warner, Inc.                           232,200             16,820
o        TV Guide, Inc.                              379,600             16,323
o        Univision Communications Inc.               148,600             15,185
o        Clear Channel
           Communications, Inc.                      155,000             13,834
         News Corp. Ltd. Pfd. ADR                    395,000             13,208
o        KPN Qwest NV                                187,600             11,960
         Hasbro, Inc.                                582,550             11,105
         Whirlpool Corp.                             164,000             10,670
         R.R. Donnelley & Sons Co.                   425,800             10,565
         May Department Stores Co.                   312,700             10,085
         E.W. Scripps Co. Class A                    225,000             10,083
o        Valassis Communications, Inc.               223,050              9,424
         Dayton Hudson Corp.                         108,900              7,997
o        CBS Corp.                                   119,500              7,640
         Darden Restaurants Inc.                     402,100              7,288
o        Iron Mountain, Inc.                         168,300              6,616
         Tiffany & Co.                                70,200              6,265
         Central Newspapers, Inc.                    150,000              5,906
o        Harrah's Entertainment, Inc.                189,100              4,999
         Tandy Corp.                                  92,100              4,530
         The McGraw-Hill Cos., Inc.                   72,100              4,443
o        Brinker International, Inc.                 184,000              4,416
         Tribune Co.                                  79,700              4,388
         Eastman Kodak Co.                            58,300              3,862
o        Furniture Brands International Inc.         171,000              3,762

                                       13
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
MORGAN GROWTH FUND                                    SHARES               (000)
- --------------------------------------------------------------------------------
         Sears, Roebuck & Co.                        123,500              3,759
o        Best Buy Co., Inc.                           74,300              3,729
         The Limited, Inc.                            77,000              3,335
         TJX Cos., Inc.                              163,100              3,333
o        Flextech PLC                                175,000              3,317
o        Tricon Global Restaurants, Inc.              79,200              3,059
         Hertz Corp. Class A                          55,600              2,787
         Circuit City Stores, Inc.                    54,500              2,456
         Ethan Allen Interiors, Inc.                  70,550              2,262
o        Kmart Corp.                                 186,200              1,874
         Ross Stores, Inc.                            93,200              1,672
o        Abercrombie & Fitch Co.                      59,600              1,590
o        Office Depot, Inc.                          141,000              1,542
         American Greetings Corp. Class A             49,900              1,179
         Maytag Corp.                                 24,300              1,166
o        HomeBase, Inc.                              363,200              1,112
         Liz Claiborne, Inc.                          26,400                993
o        The Neiman Marcus Group,
           Inc. Class A                               33,900                947
         Galileo International, Inc.                  25,400                761
         McDonald's Corp.                             16,300                657
o        CDI Corp.                                    11,400                275
         Waste Management, Inc.                       15,600                268
                                                                     -----------
                                                                        993,246
                                                                     -----------
CONSUMER STAPLES (2.5%)
         Philip Morris Cos., Inc.                  1,415,900             32,831
         Anheuser-Busch Cos., Inc.                   345,800             24,508
         H.J. Heinz Co.                              330,900             13,174
         IBP, Inc.                                   672,500             12,105
         ConAgra, Inc.                               436,700              9,853
o        Safeway, Inc.                               240,000              8,535
         Unilever NV ADR                             129,464              7,048
         Colgate-Palmolive Co.                        67,000              4,355
         Sara Lee Corp.                              173,500              3,828
         SuperValu Inc.                              157,600              3,152
         Nabisco Group Holdings Corp.                251,300              2,670
         Bestfoods                                    44,800              2,355
         Universal Corp.                              81,500              1,859
         Interstate Bakeries Corp.                    47,600                863
                                                                     -----------
                                                                        127,136
                                                                     -----------
FINANCIAL SERVICES (13.0%)
         Citigroup, Inc.                           1,255,750             69,773
         American International
           Group, Inc.                               636,127             68,781
         Morgan Stanley Dean
           Witter & Co.                              343,200             48,992
         Marsh & McLennan Cos., Inc.                 487,650             46,662
         First Data Corp.                            808,300             39,859
         Associates First Capital Corp.            1,210,200             33,205
         AXA Financial, Inc.                         718,600             24,342
         FleetBoston Financial Corp.                 684,681             23,836
         Golden West Financial Corp.                 607,500             20,351
         Bank of America Corp.                       392,039             19,676
         St. Paul Cos., Inc.                         523,800             17,646
         Providian Financial Corp.                   189,400             17,247
         American General Corp.                      215,100             16,321
         Donaldson, Lufkin & Jenrette, Inc.          331,500             16,036
         J.P. Morgan & Co., Inc.                     125,200             15,853
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                      SHARES               (000)
- --------------------------------------------------------------------------------
         Freddie Mac                                 331,400             15,597
         Ace, Ltd.                                   875,000             14,602
         MBNA Corp.                                  505,000             13,761
o        BISYS Group, Inc.                           181,100             11,817
         SunTrust Banks, Inc.                        170,300             11,719
         KeyCorp                                     495,900             10,972
         Heller Financial, Inc.                      520,000             10,432
         The Chase Manhattan Corp.                   101,336              7,873
         Dime Bancorp, Inc.                          474,400              7,175
         Cullen/Frost Bankers, Inc.                  251,000              6,463
         Franklin Resources Corp.                    200,000              6,412
         Merrill Lynch & Co., Inc.                    70,100              5,853
         Bear Stearns Co., Inc.                      112,140              4,794
         Fannie Mae                                   76,500              4,777
         The CIT Group, Inc.                         190,300              4,020
         SouthTrust Corp.                            102,900              3,891
         PNC Bank Corp.                               85,300              3,796
         Mellon Financial Corp.                      109,300              3,723
         Household International, Inc.                93,500              3,483
         The PMI Group Inc.                           66,450              3,244
         CIGNA Corp.                                  40,200              3,239
         T. Rowe Price                                74,300              2,744
         U.S. Bancorp                                108,000              2,572
         Travelers Property Casualty Corp.            74,000              2,534
         Deluxe Corp.                                 92,300              2,532
         Countrywide Credit Industries, Inc.          87,991              2,222
         MGIC Investment Corp.                        32,400              1,950
         Charter One Financial                        89,510              1,712
         Hartford Life, Inc.                          37,600              1,655
         AMBAC Financial Group Inc.                   29,500              1,539
         A.G. Edwards & Sons, Inc.                    41,600              1,334
         UnionBanCal Corp.                            28,800              1,136
         Old Republic International Corp.             60,300                822
         Sovereign Bancorp, Inc.                     102,917                767
                                                                     -----------
                                                                        659,742
                                                                     -----------
HEALTH CARE (10.6%)
o        Immunex Corp.                               708,300             77,426
         Pfizer, Inc.                              1,109,500             35,989
         AstraZeneca Group PLC ADR                   835,000             34,861
         Johnson & Johnson                           370,500             34,503
o        MedImmune Inc.                              158,400             26,275
         Abbott Laboratories                         702,700             25,517
         Baxter International, Inc.                  388,500             24,403
         Warner-Lambert Co.                          276,675             22,670
o        Genzyme Corp.                               480,000             21,600
o        Human Genome Sciences, Inc.                 140,000             21,367
         American Home Products Corp.                505,000             19,916
         Cardinal Health, Inc.                       389,750             18,659
o        Millennium Pharmaceuticals, Inc.            145,900             17,800
         Pharmacia & Upjohn, Inc.                    389,000             17,505
         United Healthcare Corp.                     325,600             17,297
o        Boston Scientific Corp.                     783,700             17,144
o        Gilead Sciences, Inc.                       232,100             12,563
         Aetna Inc.                                  198,300             11,068
o        Pacificare Health Systems, Inc.             194,700             10,319
o        Andrx Corp.                                 212,100              8,975
o        Biogen, Inc.                                 99,900              8,441
o        Amgen, Inc.                                 136,800              8,216

                                       14
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                      SHARES               (000)
- --------------------------------------------------------------------------------
o        IVAX Corp.                                  267,200              6,880
         Columbia/HCA Healthcare Corp.               214,200              6,279
         Merck & Co., Inc.                            82,300              5,519
         C.R. Bard, Inc.                              94,600              5,014
         Bristol-Myers Squibb Co.                     66,400              4,262
         Alpharma, Inc. Class A                      109,100              3,355
o        Sybron International Corp.                  123,400              3,046
         Eli Lilly & Co.                              45,600              3,032
o        HEALTHSOUTH Corp.                           461,600              2,481
         Mylan Laboratories, Inc.                     76,100              1,917
o        Tenet Healthcare Corp.                       69,500              1,633
o        Trigon Healthcare, Inc.                      32,900                971
                                                                     -----------
                                                                        536,903
                                                                     -----------
INTEGRATED OILS (0.8%)
         Kerr-McGee Corp.                            265,800             16,480
         USX-Marathon Group                          314,100              7,754
         Chevron Corp.                                55,800              4,834
         Texaco Inc.                                  74,200              4,030
         Phillips Petroleum Co.                       74,300              3,492
         Atlantic Richfield Co.                       33,100              2,863
                                                                     -----------
                                                                         39,453
                                                                     -----------
OTHER ENERGY (1.2%)
         Enron Corp.                                 285,400             12,665
         Halliburton Co.                             300,000             12,075
         Transocean Sedco Forex Inc.                 325,000             10,948
o        AES Corp.                                    95,000              7,101
o        Calpine Corp.                                99,000              6,336
o        BJ Services Co.                             149,000              6,230
         Ashland, Inc.                                66,400              2,187
         Sunoco, Inc.                                 51,200              1,203
                                                                     -----------
                                                                         58,745
                                                                     -----------
MATERIALS & PROCESSING (2.5%)
         Weyerhaeuser Co.                            318,000             22,836
         Georgia Pacific Group                       359,400             18,240
         Engelhard Corp.                             962,900             18,175
         Air Products & Chemicals, Inc.              525,000             17,620
         Louisiana-Pacific Corp.                     841,600             11,993
         Dow Chemical Co.                             76,500             10,222
         International Paper Co.                     108,300              6,112
         Sherwin-Williams Co.                        240,300              5,046
         E.I. du Pont de Nemours & Co.                60,300              3,972
         Lafarge Corp.                               127,900              3,533
         USG Corp.                                    48,100              2,267
         Owens Corning                               100,200              1,935
         The Timber Co.                               52,300              1,288
         RPM Inc. (Ohio)                             121,425              1,237
                                                                     -----------
                                                                        124,476
                                                                     -----------
PRODUCER DURABLES (4.6%)
         Nokia Corp. ADR                             170,000             32,300
         United Technologies Corp.                   478,702             31,116
o        LAM Research Corp.                          277,000             30,903
         Koninklijke (Royal) Philips
           Electronics NV                            184,000             24,840
o        American Tower Corp. Class A                625,000             19,102
o        Crown Castle International Corp.            385,000             12,368
o        Lexmark International Group,
           Inc. Class A                              132,700             12,009
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                      SHARES               (000)
- --------------------------------------------------------------------------------
o        JDS Uniphase Corp.                           66,000             10,647
o        RF Micro Devices, Inc.                      154,000             10,539
o        Applied Materials, Inc.                      75,800              9,603
o        Novellus Systems, Inc.                       61,000              7,474
o        Teradyne, Inc.                              105,900              6,989
         Centex Corp.                                222,400              5,490
         Emerson Electric Co.                         85,700              4,917
         The Boeing Co.                              117,500              4,883
         Pitney Bowes, Inc.                           53,700              2,594
         Herman Miller, Inc.                         108,500              2,496
o        Andrew Corp.                                112,651              2,133
         Caterpillar, Inc.                            33,700              1,586
o        KLA-Tencor Corp.                             11,200              1,247
         Molex, Inc.                                  22,000              1,247
o        Esterline Technologies Corp.                 18,600                215
                                                                     -----------
                                                                        234,698
                                                                     -----------
TECHNOLOGY (23.7%)
         COMMUNICATIONS TECHNOLOGY (9.7%)
o        Cisco Systems, Inc.                       1,383,700            148,229
         Lucent Technologies, Inc.                 1,091,200             81,635
o        General Instrument Corp.                    880,900             74,876
         Motorola, Inc.                              427,000             62,876
         Corning, Inc.                               395,000             50,930
o        Comverse Technology, Inc.                   149,200             21,597
o        NCR Corp.                                   390,200             14,779
o        3Com Corp.                                  250,000             11,750
o        Covad Communications
           Group, Inc.                               130,000              7,272
o        General Motors Corp. Class H                 75,000              7,200
o        C-Cube Microsystems, Inc.                    95,100              5,920
o        Rhythms NetConnections Inc.                 140,000              4,340
o        RealNetworks, Inc.                           34,300              4,157

         COMPUTER SERVICES, SOFTWARE & SYSTEM (6.1%)
o        Microsoft Corp.                           1,178,200            137,555
o        BMC Software, Inc.                          455,000             36,371
o        Rational Software Corp.                     607,200             29,829
o        VeriSign, Inc.                              107,300             20,467
o        Oracle Corp.                                144,850             16,232
o        Sterling Software, Inc.                     490,000             15,435
o        Ceridian Corp.                              565,000             12,183
o        QLogic Corp.                                 50,300              8,042
         Computer Associates
           International, Inc.                       110,800              7,749
o        Electronics for Imaging, Inc.               114,200              6,638
o        Symantec Corp.                              104,200              6,109
         Adobe Systems, Inc.                          80,900              5,440
o        The SABRE Group Holdings, Inc.               57,600              2,952
o        Parametric Technology Corp.                  66,000              1,786
o        Mercury Interactive Corp.                    10,000              1,079

         COMPUTER TECHNOLOGY (2.2%)
o        Adaptec, Inc.                               587,600             29,306
o        Computer Sciences Corp.                     225,000             21,291
         International Business
           Machines Corp.                            137,500             14,850
         Hewlett-Packard Co.                          70,600              8,044
o        Sun Microsystems, Inc.                       91,600              7,093

                                       15
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
MORGAN GROWTH FUND                                    SHARES               (000)
- --------------------------------------------------------------------------------
o        Apple Computer, Inc.                         63,500              6,528
o        EMC Corp.                                    52,900              5,779
o        Seagate Technology Inc.                     124,100              5,778
o        Gateway, Inc.                                77,800              5,607
         Electronic Data Systems Corp.                43,000              2,878
o        Synopsys, Inc.                               40,100              2,677

         ELECTRONICS (0.3%)
o        Flextronics International Ltd.              350,000             16,100

         ELECTRONICS--SEMICONDUCTORS/COMPONENTS (3.8%)
o        Analog Devices, Inc.                        599,000             55,707
         Texas Instruments, Inc.                     480,800             46,577
         Intel Corp.                                 319,800             26,324
o        Applied Micro Circuits Corp.                158,800             20,207
o        SCI Systems, Inc.                           216,000             17,753
o        National Semiconductor Corp.                195,500              8,370
o        Lattice Semiconductor Corp.                  95,000              4,477
o        Micron Technology, Inc.                      56,800              4,416
o        LSI Logic Corp.                              62,900              4,246
o        Xilinx, Inc.                                 66,900              3,042
o        Actel Corp.                                  28,800                691
         ELECTRONICS--TECHNOLOGY (0.9%)
o        Solectron Corp.                             360,000             34,245
         General Dynamics Corp.                      177,500              9,363
         Harris Corp.                                 68,200              1,820
         SCIENTIFIC EQUIPMENT & SUPPLIES (0.7%)
         PE Corp.-PE Biosystems Group                296,400             35,661
                                                                     -----------
                                                                      1,202,258
                                                                     -----------
UTILITIES (8.7%)
o        MCI WorldCom, Inc.                        1,836,750             97,463
o        Sprint PCS                                  385,000             39,463
o        NEXTEL Communications, Inc.                 374,000             38,569
         Comcast Corp. Class A Special               713,800             36,092
o        COLT Telecom Group PLC                      680,800             34,772
         AT&T Corp.                                  674,657             34,239
o        Intermedia Communications Inc.              765,400             29,707
o        UnitedGlobalCom Inc. Class A                273,000             19,281
o        NTL Inc.                                    151,500             18,900
o        McLeodUSA, Inc. Class A                     190,000             11,186
         Southern Co.                                457,000             10,740
         Telecom Italia SpA                          700,000              7,761
o        Cox Communications, Inc.
           Class A                                   150,500              7,751
         BroadWing Inc.                              200,000              7,375
o        TeleCorp PCS, Inc.                          185,000              7,030
o        MediaOne Group, Inc.                         87,700              6,737
o        Hellenic Telecommunications
           Organization SA                           282,500              6,653
         Bell Atlantic Corp.                          81,700              5,030
o        United Pan-Europe
           Communications NV                          37,000              4,718
o        Tritel, Inc.                                125,000              3,961
         BellSouth Corp.                              72,300              3,384
         ALLTEL Corp.                                 34,400              2,845
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                      SHARES               (000)
- --------------------------------------------------------------------------------
         Public Service Enterprise
           Group, Inc.                                70,500              2,454
         DTE Energy Co.                               49,000              1,537
         CenturyTel, Inc.                             25,250              1,196
         Edison International                         32,200                843
         GPU, Inc.                                    15,800                473
o        Z-Tel Technologies, Inc.                      1,800                 68
                                                                     -----------
                                                                        440,228
                                                                     -----------
OTHER (4.3%)
         Tyco International Ltd.                   1,420,200             55,210
         Illinois Tool Works, Inc.                   811,385             54,819
         General Electric Co.                        238,500             36,908
         Monsanto Co.                                480,000             17,100
         Textron, Inc.                               150,600             11,549
         Johnson Controls, Inc.                      193,000             10,977
         Teleflex Inc.                               191,800              6,006
         Brunswick Corp.                             265,800              5,914
         Honeywell International Inc.                 92,700              5,348
         Minnesota Mining &
           Manufacturing Co.                          48,600              4,757
         Norsk Hydro AS ADR                          105,700              4,519
o        Berkshire Hathaway Inc. Class A                  37              2,076
         GenCorp, Inc.                               100,000                987
o        Berkshire Hathaway Inc. Class B                  22                 40
                                                                     -----------
                                                                        216,210
                                                                     -----------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (Cost $3,048,228)                                                   4,692,151
- --------------------------------------------------------------------------------
                                                         FACE
                                                       AMOUNT
                                                        (000)
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (9.0%)(1)
- --------------------------------------------------------------------------------
FEDERAL NATIONAL MORTGAGE ASSN.
(2)      5.64%, 1/18/2000                         $    5,300              5,288
(2)      5.61%, 1/28/2000                              1,000                996
(2)      5.64%, 1/21/2000                              7,000              6,982
U.S. TREASURY BILL
(2)      5.19%, 1/20/2000                              2,000              1,995
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  3.25% 1/3/2000                                     386,193            386,193
  3.47% 1/3/2000--Note F                              57,033             57,033
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (Cost $458,480)                                                       458,487
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (101.7%)
  (Cost $3,506,708)                                                   5,150,638
- --------------------------------------------------------------------------------
                                       16
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                                           (000)
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-1.7%)
- --------------------------------------------------------------------------------
Other Assets--Note C                                                 $   72,567
Liabilities--Note F                                                    (156,872)
                                                                     -----------
                                                                        (84,305)
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 221,000,766 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                          $5,066,333
================================================================================
NET ASSET VALUE PER SHARE                                                $22.92
================================================================================
*    See Note A in Notes to Financial Statements.
o    Non-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 97.8% and 3.9%, respectively, of net assets.
     See Note E in Notes to Financial Statements.
(2)  Securities with an aggregate  value of $15,261,000  have been segregated as
     initial margin for open futures contracts.
ADR--American Depositary Receipt.

- --------------------------------------------------------------------------------
                                                       AMOUNT                PER
                                                        (000)              SHARE
- --------------------------------------------------------------------------------
AT DECEMBER 31, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
Paid in Capital                                   $3,248,036             $14.70
Overdistributed Net
  Investment Income                                   (1,941)              (.01)
Accumulated Net Realized Gains                       166,941                .75
Unrealized Appreciation--Note E
  Investment Securities                            1,643,930               7.44
  Futures Contracts                                    9,367                .04
- --------------------------------------------------------------------------------
NET ASSETS                                        $5,066,333             $22.92
================================================================================
                                       17
<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
                                                    YEAR ENDED DECEMBER 31, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME

         Dividends                                                     $ 30,802
         Interest                                                        14,241
         Security Lending                                                   352
                                                                   -------------
                  Total Income                                           45,395
                                                                   -------------
EXPENSES
         Investment Advisory Fees--Note B
                  Basic Fee                                               4,313
                  Performance Adjustment                                    166
         The Vanguard Group--Note C
                  Management and Administrative                          11,824
                  Marketing and Distribution                                527
         Custodian Fees                                                      93
         Auditing Fees                                                       10
         Shareholders' Reports                                              126
         Trustees' Fees and Expenses                                          6
                                                                   -------------
                  Total Expenses                                         17,065
                  Expenses Paid Indirectly--Note C                         (452)
                                                                   -------------
                  Net Expenses                                           16,613
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                    28,782
- --------------------------------------------------------------------------------
REALIZED NET GAIN
         Investment Securities Sold                                     641,971
         Futures Contracts                                               24,308
- --------------------------------------------------------------------------------
REALIZED NET GAIN                                                       666,279
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
         Investment Securities                                          567,788
         Futures Contracts                                                2,593
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                        570,381
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                 $1,265,442
================================================================================

                                       18
<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.

- --------------------------------------------------------------------------------
                                                           MORGAN GROWTH FUND
                                                         YEAR ENDED DECEMBER 31,
                                                    ----------------------------
                                                           1999             1998
                                                          (000)            (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net Investment Income                              $  28,782        $  29,623
  Realized Net Gain                                    666,279          286,705
  Change in Unrealized Appreciation (Depreciation)     570,381          329,112
                                                  ------------------------------
     Net Increase in Net Assets Resulting
     from Operations                                 1,265,442          645,440
                                                  ------------------------------
DISTRIBUTIONS
  Net Investment Income                                (29,733)         (30,730)
  Realized Capital Gain                               (600,879)        (240,911)
                                                  ------------------------------
     Total Distributions                              (630,612)        (271,641)
                                                  ------------------------------
CAPITAL SHARE TRANSACTIONS1
  Issued                                               863,925          622,565
  Issued in Lieu of Cash Distributions                 605,622          260,711
  Redeemed                                            (593,217)        (497,205)
                                                  ------------------------------
     Net Increase from Capital Share Transactions      876,330          386,071
- --------------------------------------------------------------------------------
  Total Increase                                     1,511,160          759,870
- --------------------------------------------------------------------------------
NET ASSETS
  Beginning of Year                                  3,555,173        2,795,303
                                                  ------------------------------
  End of Year                                       $5,066,333       $3,555,173
================================================================================
1Shares Issued (Redeemed)
  Issued                                                40,331           33,834
  Issued in Lieu of Cash Distributions                  28,114           13,960
  Redeemed                                             (27,767)         (26,859)
                                                  ------------------------------
     Net Increase in Shares Outstanding                 40,678           20,935
================================================================================

                                       19
<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,
                                                     --------------------------------------------
<S>                                                      <C>      <C>      <C>     <C>      <C>
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR             1999     1998     1997    1996     1995
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                     $19.72   $17.54   $15.63  $14.09   $11.36
- -------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                                   .14      .18     .160     .14      .15
  Net Realized and Unrealized Gain (Loss) on Investments 6.29     3.61    4.435    3.07     3.89
                                                     --------------------------------------------
     Total from Investment Operations                    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             (3.08)   (1.43)  (2.525)  (1.53)   (1.16)
                                                     --------------------------------------------
     Total Distributions                                (3.23)   (1.61)  (2.685)  (1.67)   (1.31)
- -------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                           $22.92   $19.72   $17.54  $15.63   $14.09
=================================================================================================
TOTAL RETURN                                           34.10%   22.26%   30.81%  23.30%   35.98%
=================================================================================================
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Year (Millions)                   $5,066   $3,555   $2,795  $2,054   $1,471
  Ratio of Total Expenses to Average Net Assets         0.42%    0.44%    0.48%   0.51%    0.49%
  Ratio of Net Investment Income to Average Net Assets  0.71%    0.96%    0.93%   0.97%    1.10%
  Portfolio Turnover Rate                                 65%      81%      76%     73%      76%
=================================================================================================
</TABLE>

                                       20
<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.

                                       21
<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 $500,000
for the year ended December 31, 1999.
     For the year ended  December 31, 1999,  the  advisory  fee  represented  an
effective  annual basic rate of 0.11% of the fund's average net assets before an
increase of $166,000 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 December 31, 1999, the fund had contributed capital of $931,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.9% of Vanguard's capitalization. The fund's Trustees and officers are also
Directors and officers of Vanguard.
     Vanguard  has asked  the  fund's  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.  For the year ended December 31, 1999, these arrangements  reduced the
fund's expenses by $452,000 (an annual rate of 0.01% of average net assets).

D. During the year ended December 31, 1999, the fund purchased $2,528,665,000 of
investment  securities and sold $2,454,925,000 of investment  securities,  other
than temporary cash investments.

E. At December 31, 1999, net unrealized  appreciation  of investment  securities
for  financial  reporting  and federal  income tax purposes was  $1,643,930,000,
consisting of unrealized gains of $1,804,855,000 on securities that had risen in
value since their purchase and  $160,925,000 in unrealized  losses on securities
that had fallen in value since their purchase.
     At December  31,  1999,  the  aggregate  settlement  value of open  futures
contracts expiring in March 2000 and the related unrealized appreciation were:

- --------------------------------------------------------------------------------
                                                              (000)
                                               ---------------------------------
                                                  AGGREGATE
                              NUMBER OF           SETTLEMENT       UNREALIZED
FUTURES CONTRACTS          LONG CONTRACTS          VALUE          APPRECIATION
- --------------------------------------------------------------------------------
S&P 500                         498               $184,783           $5,325
S&P Midcap 400                  354                 79,500            4,042
- --------------------------------------------------------------------------------

F. The market  value of  securities  on loan to  broker/dealers  at December 31,
1999, was  $55,053,000,  for which the fund held cash collateral of $57,033,000.
Cash collateral received is invested in repurchase agreements.

                                       22
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Vanguard Morgan Growth Fund

In our  opinion,  the  accompanying  statement  of net  assets  and the  related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
Vanguard  Morgan  Growth Fund (the "Fund") at December 31, 1999,  the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended and the financial  highlights for each
of the five  years in the period  then  ended,  in  conformity  with  accounting
principles  generally accepted in the United States.  These financial statements
and financial highlights  (hereafter referred to as "financial  statements") are
the responsibility of the Fund's management; our responsibility is to express an
opinion on these  financial  statements  based on our audits.  We conducted  our
audits of these  financial  statements  in accordance  with  auditing  standards
generally accepted in the United States,  which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits,  which included  confirmation of securities at December
31, 1999 by correspondence with the custodian and brokers,  provide a reasonable
basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103

February 2, 2000

                                       23
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD MORGAN GROWTH FUND

This  information  for the fiscal  year ended  December  31,  1999,  is included
pursuant to provisions of the Internal Revenue Code.
     The fund  distributed  $452,207,000  as capital  gain  dividends  (from net
long-term  capital gains) to shareholders  during the fiscal year ended December
31, 1999, all of which is designated as a 20% rate gain distribution.
     For corporate  shareholders,  11.1% of investment  income  (dividend income
plus short-term gains, if any) qualifies for the  dividends-received  deduction.
- --------------------------------------------------------------------------------

                                       24
<PAGE>

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

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

TRUSTEES

JOHN  C.  BOGLE  *  (1967)   Founder,   Senior   Chairman  of  the  Board,   and
Director/Trustee  of The  Vanguard  Group,  Inc.,  and  each  of the  investment
companies in The Vanguard Group.

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

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

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

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

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

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

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

J. LAWRENCE  WILSON * (1985)  Retired  Chairman of Rohm & Haas Co.;  Director of
Cummins Engine Co. and The Mead Corp.; Trustee of Vanderbilt University.
- --------------------------------------------------------------------------------

OTHER FUND OFFICERS

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

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

VANGUARD MANAGING DIRECTORS

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

<PAGE>

ABOUT OUR COVER

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

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

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

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

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

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

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

Q260-02/16/2000

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


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