VANGUARD PENNSYLVANIA TAX FREE FUND
N-30D, 2000-02-03
Previous: OPPENHEIMER LIMITED TERM GOVERNMENT FUND, 497, 2000-02-03
Next: WORLD FUEL SERVICES CORP, 10-Q, 2000-02-03



[SHIP LOGO]
[MEMBERS OF THE VANGUARD GROUP(R) LOGO]

Vanguard(R) Pennsylvania Tax-Exempt Funds

Annual Report
November 30, 1999
- -----------------
Vanguard Pennsylvania
  Tax-Exempt Money
  Market Fund
Vanguard Pennsylvania
  Insured Long-Term
  Tax-Exempt Fund
<PAGE>
[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 three
years ago. What more could a man ask?
   While I shall no longer be serving on the  Vanguard  Board,  I want to assure
you that I will remain  vigorous and active in a newly  created  Vanguard  unit,
researching the financial markets, writing, and speaking. I'll continue to focus
whatever  intellectual  power and  ethical  strength  I possess on my mission to
assure that mutual fund investors everywhere receive a fair shake. In the spirit
of Robert Frost:

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

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

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

REPORT FROM THE CHAIRMAN ..........1   FUND PROFILES .........................12
THE MARKETS IN PERSPECTIVE ........6   FINANCIAL STATEMENTS ..................15
REPORT FROM THE ADVISER ...........8   REPORT OF INDEPENDENT ACCOUNTANTS .....30
PERFORMANCE SUMMARIES ............10
- --------------------------------------------------------------------------------
<PAGE>

[PHOTO]
JOHN J. BRENNAN

REPORT FROM THE CHAIRMAN

Concerns  about higher  inflation  took hold of the bond market during the early
months of the Vanguard Pennsylvania Tax-Exempt Funds' 1999 fiscal year and never
loosened  their grip.  The resulting  decline in prices made the 12 months ended
November 30 a difficult period for fixed-income investors. Our Insured Long-Term
Tax-Exempt Fund  registered a total return of -1.7%,  which was better than that
of its average  peer,  but behind that of its  unmanaged  benchmark  index.  Our
Tax-Exempt  Money  Market fund earned a total return of 3.1%, a bit ahead of the
2.7% return of the average Pennsylvania tax-exempt money market fund.
     The table at right presents each fund's 12-month return along with those of
our average  mutual fund  competitors.  The total  return  (capital  change plus
reinvested  dividends) of our Insured  Long-Term  Tax-Exempt  Fund is based on a
decrease  in net asset  value from $11.51 per share on  November  30,  1998,  to
$10.65 per share on November 30, 1999,  and is adjusted for  dividends  totaling
$0.578 per share paid from net investment  income and a  distribution  of $0.092
per share paid from net realized  capital  gains.  The Money  Market  Fund's net
asset value remained at $1 per share, as was expected but not guaranteed. At the
end of the fiscal year, the Insured  Long-Term  Fund's yield was 5.17%,  up from
4.31% a year earlier; the Money Market Fund's yield was 3.57%, up from 3.04%.

- --------------------------------------------------------------------------------
                                                                 TOTAL RETURNS
                                                               FISCAL YEAR ENDED
                                                               NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
VANGUARD PENNSYLVANIA TAX-EXEMPT
    MONEY MARKET FUND                                                 3.1%
    (SEC 7-Day Annualized Yield: 3.57%)
Average Pennsylvania Tax-Exempt
    Money Market Fund*                                                2.7
- --------------------------------------------------------------------------------
VANGUARD PENNSYLVANIA INSURED
    LONG-TERM TAX-EXEMPT FUND                                        -1.7%
Average Pennsylvania Municipal
    Debt Fund*                                                       -3.5
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

     For  Pennsylvania  residents,  income  earned by our  funds is exempt  from
federal and  Pennsylvania  state income taxes, but may be subject to local taxes
and to the alternative minimum tax.

FINANCIAL MARKETS IN REVIEW
The 12 months ended  November 30 featured  plenty of positive  economic news, as
well as a good  deal of  apprehension  over how long  the  good  times  can last
without  touching  off  higher  inflation.  The  U.S.  economy  expanded  at  an
inflation-adjusted  rate of 4.3%  from the  third  quarter  of 1998 to the third
quarter of 1999, the nation's  unemployment rate hovered near record-low levels,
and inflation barely stirred.
     However,  the nagging concern that inflation would soon accelerate resulted
in a steady rise in interest  rates  during the fiscal year.  The rate  increase
merely  restrained the stock market,  which managed an impressive  advance,  but
dealt a heavy blow to bond prices,  which  suffered their worst year since 1994.
The Federal Reserve Board went along with the uptrend in interest rates,  hiking
its target for  short-term  interest  rates by 25 basis points on three separate
occasions  in an attempt to head off  inflation  it believes  could  result from
strong growth and tight labor markets.

                                       1
<PAGE>

     Technology  companies  propelled  the U.S.  stock  market  higher,  and the
Standard & Poor's 500 Index, which is dominated by large-capitalization  stocks,
returned  20.9%--the index's fifth straight year of returns higher than 20%. The
broad market,  as represented by the Wilshire 5000 Total Market Index,  advanced
an even higher  22.4%,  but a large  portion of the gain was  concentrated  in a
relatively  small  number of stocks.  Many  value-oriented  stocks were left far
behind.
     The yield of the 30-year U.S. Treasury bond ended the fiscal year at 6.29%,
up 123 basis points (1.23 percentage points) from its starting point of 5.06% on
November 30, 1998. The yield of 3-month U.S.  Treasury bills climbed to 5.30% on
balance,  from 4.48%. Yields of high-quality,  long-term municipal bonds climbed
nearly a full  percentage  point,  from 4.89% when the period  began to 5.87% on
November 30, 1999. Yields of top-grade  (MIG-1) 3-month notes,  which react more
quickly to changes in short-term interest rates, rose from 2.95% to 3.80%.
     The Lehman  Brothers 10 Year  Municipal  Bond Index,  a good measure of the
long-term  municipal market,  recorded a return of -0.4% during our fiscal year.
Long-term bonds suffer more when interest rates are rising, just as they benefit
more from a decline in interest rates.
     Municipal  bonds  performed  well  early  in the  1999  fiscal  year as new
issuance  dropped off from 1998's  near-record  levels and yields  remained high
relative to  Treasuries.  But their relative  performance  faltered later in the
period because many investors were attracted to corporate bonds.
     At the end of the fiscal  year,  the  spread  between  yields of  long-term
Treasuries  and long-term  munis stood at just 42 basis points (0.42  percentage
point).  This is an extremely  narrow gap, given that the income from Treasuries
is subject to federal  income taxes (but not state  taxes),  while income from a
state-specific municipal bond fund is fully exempt from federal and state taxes.
On November 30, the yield of a top-quality,  long-term  municipal bond was equal
to about 93% of the yield of the 30-year U.S. Treasury bond.  Historically,  the
ratio has been about 84%.

FISCAL 1999 PERFORMANCE OVERVIEW
The -1.7% return of Vanguard  Pennsylvania Insured Long-Term Tax-Exempt Fund was
ahead of the -3.5% return of the average Pennsylvania municipal bond fund, which
has lower average credit quality than our fund but a similar  average  maturity.
Our return,  however,  was just behind the -1.1% return of the unmanaged  Lehman
Municipal  Bond Index.  Though our fund earned an income return of 5.0%, a price
decline  of -6.7%  engendered  by the rise in  interest  rates  pulled our total
return into negative territory for the year. (The Performance Summary on page 11
presents  a  breakdown  of the fund's  returns  into  their  income and  capital
components dating to the fund's  inception.) Our performance  advantage over our
average  peer was  primarily  the result of our lower costs.  The Lehman  Index,
which includes  municipal bonds from across the country,  is a notoriously tough
competitor  because it does not incur the "real  world"  operating  expenses and
transaction costs that all mutual funds must bear.
     The  Tax-Exempt  Money Market Fund's total return of 3.1% outpaced the 2.7%
return of its average peer.

                                       2
<PAGE>

     Though the rise in  interest  rates  during the past 12 months was to blame
for the poor bond  returns,  a slide in rates just one year ago provided a boost
to bond prices and returns.  The simple lesson is that  interest  rates rise and
fall,  sometimes gradually and sometimes sharply. All bond investors should know
that over long periods,  the ups and downs in interest rates tend to offset each
other,  leaving a bond fund's interest income as the chief source of return. And
considering that interest paid on munis today is considerably higher than a year
ago, it would seem that tax-exempt securities have become more attractive.  At a
yield of about 5.2%  compounded  annually,  money doubles in about 14 years,  or
more than two years sooner than at 4.3%.

THE MUNICIPAL BOND TAX ADVANTAGE
For  Pennsylvania  residents,  the  income  earned by our  funds is exempt  from
federal, state, and, in most cases, local taxes. At current yields, investors in
long-term municipal bonds who are taxed at the highest marginal tax rate (39.6%)
can earn an astounding 55% more  after-tax  income than they could in comparable
long-term U.S.  Treasury bonds.  Short-term  municipal  securities also offer an
advantage over taxable investments with similar maturities.  On November 30, the
yield of MIG-1  notes was about 20% higher  than the  after-tax  yield of 90-day
U.S.  Treasury  bills.  For  Pennsylvania  taxpayers  subject to the highest tax
rates,  a yield of 5.9% on a tax-exempt  long-term  bond is the  equivalent of a
9.8% taxable  yield.  For a  tax-exempt  short-term  yield of 3.8%,  the taxable
equivalent is 6.3%.
     These  remarkable  advantages  are  illustrated  in the table below,  which
compares the annual net income earned on U.S. Treasury and tax-exempt securities
as of November 30, 1999, assuming a $100,000 investment.

- --------------------------------------------------------------------------------
                                                 ILLUSTRATION OF INCOME FROM
                                             A HYPOTHETICAL $100,000 INVESTMENT
                                            ------------------------------------
                                                     SHORT-TERM        LONG-TERM
- --------------------------------------------------------------------------------
Taxable gross income                                   $5,300          $6,300
Less taxes (39.6%)                                     (2,100)         (2,500)
Net after-tax income                                    3,200           3,800
- --------------------------------------------------------------------------------
Tax-exempt income                                      $3,800          $5,900
- --------------------------------------------------------------------------------
Tax-exempt income advantage                            $  600          $2,100
- --------------------------------------------------------------------------------
Percentage advantage                                      19%             55%
- --------------------------------------------------------------------------------

This  illustration  assumes current yields (as of November 30, 1999) of 6.3% for
long-term U.S.  Treasury bonds, 5.3% for U.S. Treasury bills, 5.9% for long-term
municipals,  and 3.8% for short-term  municipals.  The tax adjustment  assumes a
typical  itemized tax return  based on a federal tax rate of 39.6%.  Income from
U.S.  Treasuries is not subject to state taxes;  local taxes are not considered.
The illustration is not intended to represent future results.

     There is an important  distinction  between  state-specific  municipal bond
funds and U.S. Treasury bonds.  Treasury securities are backed by the full faith
and credit of the U.S.  government and therefore have unmatched  credit quality.
Also, municipal bond funds that confine their investments to a single state lack
the diversification that comes from spreading  investments among various states,
which may be subject to  different  economic  conditions  and  different  risks.
Private insurance on the bonds in our Long-Term Tax-Exempt Fund, however,  helps
to reduce these additional  credit risks.  Though the insurance does not provide
protection against  fluctuations in the fund's value, it guarantees full payment
of interest and principal for our bond holdings.

                                       3
<PAGE>

     This  insurance,   however,  is  not  generally  available  for  short-term
securities. As a result, our investment adviser,  Vanguard's Fixed Income Group,
is responsible for preserving the principal value of the Tax-Exempt Money Market
Fund.  Money  market  mutual  funds are not  guaranteed  by the Federal  Deposit
Insurance Corporation, which insures bank accounts and certificates of deposit.

LONG-TERM PERFORMANCE OVERVIEW
An annual review of any mutual fund should be  accompanied  by an examination of
the fund's  longer-term  record. The table below compares the performance of our
funds with those of their average peer mutual funds over the past ten years.  It
also  presents the current  value of  hypothetical  $10,000  investments  made a
decade ago. As you can see,  the  Vanguard  Pennsylvania  Tax-Exempt  Funds have
established fine records versus their competitors during the past ten years. Our
advantage  over this period has amounted,  in the case of the Insured  Long-Term
Fund, to $1,213, or about 12% of the original investment.

- --------------------------------------------------------------------------------
                                              TOTAL RETURNS
                                  TEN YEARS ENDED NOVEMBER 30, 1999
                        --------------------------------------------------------
                                                           FINAL VALUE OF
                              AVERAGE                         A $10,000
                           ANNUAL RETURN                 INITIAL INVESTMENT*
                        -------------------  -----------------------------------
                                   AVERAGE               AVERAGE
PENNSYLVANIA            VANGUARD  COMPETING  VANGUARD   COMPETING     VANGUARD
TAX-EXEMPT FUND           FUND      FUND       FUND        FUND      ADVANTAGE
- --------------------------------------------------------------------------------
Money Market              3.5%      3.3%     $14,142     $13,893     $   249
Insured Long-Term         6.9       6.3       19,558      18,345       1,213
- --------------------------------------------------------------------------------
*Assuming reinvestment of all income dividends and capital gains distributions.

     A large part of our  performance  edge  versus  competitors  over  nearly a
decade can be explained  by the same factor that  explained  our  outperformance
during the 1999  fiscal  year:  cost.  Our funds  have  expense  ratios  (annual
expenses as a  percentage  of average  net  assets) of 0.19%,  a fraction of the
1.11% charged by the average  Pennsylvania  municipal fund and the 0.59% charged
by the average Pennsylvania tax-exempt money market fund. Because fund operating
costs are deducted  directly  from the income  earned by a bond fund,  our funds
have a significant  edge in their quest to provide  returns that are superior to
those of similar  funds.  The  combination  of our cost  advantage  and skillful
management by Vanguard's Fixed Income Group has benefited our shareholders  over
the past decade, and we expect it to continue to do so in the future.

IN SUMMARY
During a period when the stock market seems invulnerable,  it's easy to overlook
the  merits of bonds.  However,  bond funds must not be judged by how well their
returns  stack up against  those of stock funds in a particular  period,  but by
what they can add to a balanced investment program,  namely,  current income and
relative  stability.  The Vanguard  Pennsylvania  Tax-Exempt Funds can provide a
high  level of  after-tax  income,  particularly  for those in high  income  tax
brackets, and especially compared to the income available from the stock market,
whose average  dividend yield is less than 1.5%. And because the  performance of
bonds often  differs  from that of equities,  a commitment  to bonds is a useful
diversifier that can help smooth the sometimes-volatile returns of stocks.

                                       4
<PAGE>

     We advise investors to hold balanced portfolios of stock funds, bond funds,
and short-term  reserves in proportions  suitable to their own investment goals,
time horizon,  and tolerance  for risk.  Once you have such a plan in place,  we
advise you to stick with it through good times and bad.

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

December 21, 1999

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

                                       5
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR ENDED NOVEMBER 30, 1999

Strong economic  expansion sent global stock markets charging higher but dealt a
blow to bond  prices  during  the fiscal  year  ended  November  30,  1999.  The
powerhouse U.S. economy led the global growth parade, joined by Asian, European,
and Latin American economies that had slumped or stagnated in 1998.
     Interest  rates rose sharply as investors  and monetary  policymakers  grew
increasingly  worried that such strong  economic growth would cause inflation to
surge.  Although the rise in rates caused bond prices to fall,  it only tempered
the stock market's advance.

U.S. STOCK MARKETS
Against  the  backdrop  of a booming  economy,  U.S.  companies  reported  solid
increases in earnings  during the fiscal  year.  The  nation's  economic  output
increased  at an  inflation-adjusted  rate of 4.3%--a very rapid pace for such a
large, mature economy.  Consumer spending, which accounts for roughly two-thirds
of economic activity, powered the expansion.  Americans spent freely, encouraged
by rising  wealth  from a long  bull  market,  a hot job  market,  and  climbing
incomes.

- --------------------------------------------------------------------------------
                                                     AVERAGE ANNUAL RETURNS
                                               PERIODS ENDED NOVEMBER 30, 1999
                                              ----------------------------------
                                               1 YEAR       3 YEARS     5 YEARS
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                                 20.9%         24.3%        27.5%
  Russell 2000 Index                            15.7          10.1         14.8
  Wilshire 5000 Index                           22.4          22.6         25.6
  MSCI EAFE Index                               21.4          12.3         11.4
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index                    0.0%          5.6%         8.0%
  Lehman 10 Year Municipal Bond Index           -0.4           4.8          7.6
  Salomon Smith Barney 3-Month
    U.S. Treasury Bill Index                     4.7           5.0          5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                           2.6%          2.0%         2.4%
- --------------------------------------------------------------------------------

     The stock  market,  as measured by the  Wilshire  5000 Index,  gained 22.4%
overall.  For a change,  mid-capitalization  and small-cap stocks outpaced their
large-cap  brethren.  The large-cap S&P 500 Index,  which accounts for more than
75% of the U.S. stock  market's  total value,  gained 20.9% during the year; the
rest of the market (as measured by the Wilshire 4500 Index) gained 29.0%.
     Increasingly  optimistic  expectations for future  corporate  earnings more
than offset the negative  effects of rising  interest  rates during fiscal 1999.
Higher rates often hurt stock prices because many investors use current rates to
discount the value of a stock's projected earnings and dividends. The higher the
interest rate, the more future earnings are  discounted,  and the less investors
will pay for the stock now.
     Because of a  remarkable  surge in prices  for  technology  stocks,  growth
stocks again  outperformed value stocks during the past year. Within the S&P 500
Index, growth stocks--characterized by high prices in relation to earnings, book
value, and  dividends--recorded  a 28.5% return,  16 percentage points above the
12.5% return for value  stocks.  The disparity was even greater in the small-cap
segment of the market;  growth stocks  within the  small-cap  Russell 2000 Index
gained 32.7%, while value stocks posted a -1.4% return.
     Technology  stocks within the S&P 500 Index gained 66%.  QUALCOMM posted an
eye-popping  1,200% return, and a number of  computer-related  stocks doubled or
tripled

                                       6
<PAGE>

in price,  including Sun Microsystems  (+257%),  Apple Computer (+206%),  Oracle
(+197%), Gateway (+172%), Texas Instruments (+152%), and Cisco Systems (+136%).
     Big gains for wireless  telecommunications  and cable-TV stocks powered the
utilities  category  to an overall  gain of nearly  28%.  The  producer-durables
group, which includes some technology-related  manufacturers as well as aircraft
and  equipment  makers,  gained 27%. Oil  exploration  and service  firms in the
"other energy"  category  posted a 26% return,  assisted by a jump in prices for
oil and natural gas.
     The year's worst-performing sector was consumer staples (down nearly -12%).
This group suffered as severe price  competition and a stronger dollar in Europe
crimped profits for many food and beverage makers, and the specter of litigation
costs caused tobacco stocks to slump. The auto &  transportation  group declined
- -2% overall, with airline stocks hurt by rising prices for jet fuel.

U.S. BOND MARKETS
Stock  investors  may cheer a  fast-growing  economy,  but rapid growth tends to
worry   bond   investors.   Early  in  the   fiscal   year,   inflation   seemed
dormant--plunging  oil prices had taken  commodity  price  indexes to the lowest
point in a  quarter-century.  But as the  world  economy  began  hitting  on all
cylinders,  the bond  market  feared that a minuscule  U.S.  unemployment  rate,
rising  commodity  prices,  and capacity  constraints  would cause  inflation to
accelerate.  Although oil prices were up nearly 150% during the fiscal year, the
overall  price level,  as measured by the Consumer  Price Index,  increased by a
moderate 2.6%.
     The Federal Reserve Board, anticipating price pressures, abandoned its bias
toward easier monetary  policy,  and by mid-year was boosting  interest rates to
try to  throttle  back the  economic  engines.  The bond market was ahead of the
Fed--interest  rates began rising sharply in February.  By fiscal year-end,  the
yield of 30-year U.S. Treasury bonds had risen 1.23 percentage points (123 basis
points) to 6.29%. The 10-year Treasury note's yield rose 148 basis points,  from
4.71% to  6.19%.  The rise in  short-term  rates  was more  restrained;  3-month
Treasury bill yields were up 82 basis points to 5.30% at fiscal year-end.
     Bond prices fall when interest  rates rise,  and long-term  bond prices are
most sensitive to changing  rates.  Long-term  Treasury bond prices fell by more
than -13%, resulting in total returns of -8%. The Lehman Aggregate Bond Index, a
measure of the  overall  taxable  bond  market,  which has an  intermediate-term
structure  on average,  broke even on the year,  as interest  income of 6.2% was
offset by price declines.  The damage to municipal bond prices was not as severe
as for Treasuries,  and the intermediate-term Lehman 7 Year Municipal Bond Index
recorded a price decline of -3.7% and a total return of 0.5%.

INTERNATIONAL STOCK MARKETS
International  markets had a strong year,  with European stocks gaining 21.9% in
local-currency  terms  and  Pacific-region   stocks  advancing  30.2%.  However,
currency effects significantly altered the returns to U.S.-based investors.  The
U.S.  dollar rose in value  against most  European  currencies  but fell sharply
against the Japanese  yen. As a result,  returns from Europe  plunged to 9.8% in
dollar terms while returns from the Pacific soared to 51.0%.
     Overall,  U.S. investors earned 21.4% in the major developed  international
markets,  as  measured  by the  Morgan  Stanley  Capital  International  Europe,
Australasia,  Far East (EAFE)  Index.  The bull markets in most nations  stemmed
from renewed  optimism that economic growth would continue to accelerate.  Japan
and the rest of Asia,  which were hit hardest by currency and economic crises in
1997 and 1998, saw the biggest stock gains.
     Emerging  markets,  as measured by the Select Emerging  Markets Free Index,
gained 37.1% in  U.S.-dollar  terms,  as investors  regained an appetite for the
considerable risks of smaller markets.

                                       7
<PAGE>

REPORT FROM THE ADVISER

Interest  rates rose during the 12 months ended  November  30, 1999,  the fiscal
year for the Vanguard  Pennsylvania  Tax-Exempt  Funds. The rise was principally
due to  investors'  fears  about the  impact of the strong  economy  and the low
unemployment rate on inflation. In the past, these factors have caused inflation
to increase,  and many investors  expect that history will repeat itself at some
point.  So far,  employment  costs and  consumer  price  indexes  have not risen
substantially,  but each  number is being  closely  watched for any  upsurge.  A
desire to head off inflation and concerns about the booming stock market led the
Federal  Reserve Board to increase  interest rates three times during the fiscal
year, raising the federal funds rate by a total of 0.75 percentage point.
     As you might expect, yields of insured long-term municipal bonds rose along
with yields on U.S.  Treasury bonds during fiscal 1999. During the first half of
the  year,   long-term  insured   municipals   performed  better  than  Treasury
securities;  municipal  yields  increased by less than half as much as those for
long-term  Treasuries.  But the  relative  performance  flip-flopped  during the
second half, when yields on long-term  municipals increased almost 11/2 times as
much as those on long  Treasuries.  Over the full fiscal year,  the yield on the
benchmark  30-year U.S. Treasury bond rose by 1.23 percentage points (from 5.06%
to 6.29%),  while the yield of a similar AAA-rated municipal bond rose by almost
1 percentage point (from 4.89% to 5.87%).
     Two factors account for the first-half  outperformance of insured municipal
bonds and for their later  underperformance.  First, as the fiscal year began in
December 1998, insured municipal bonds were especially  attractive to investors,
because the AAA-rated  insured  municipal's  tax-exempt yield of almost 4.9% was
equal to 97% of the  yield of a 30-year  Treasury.  For an  investor  in the top
marginal tax bracket of 39.6%,  that 4.9% yield was  equivalent to an 8.1% yield
on a taxable  bond.  By May 31,  the middle of our fiscal  year,  the  long-term
insured municipal's yield was about 89% as high as the 30-year Treasury's yield,
making insured  municipal  bonds  somewhat less alluring.  The second factor was
that in the second  half of the fiscal  year,  corporate  bond yields had become
quite attractive,  providing stiff  competition for the bond investor's  dollar.
During this period the corporate bond market encountered the same type of supply
imbalance  that the municipal  market had seen in fiscal 1998,  as  corporations
rushed bond issues to market to complete their  financing  before the end of the
century.  The result was  attractively  high  yields on  corporate  debt,  which
enticed  some large  institutional  buyers away from the  municipal  market.  At
year-end,  yields on long-term  insured municipal bonds had risen in relation to
those on Treasuries,  and 30-year munis offered yields equal to 94% of yields on
30-year Treasuries.
- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The adviser  believes that each fund, while operating within stated maturity and
stringent  quality  targets,  can achieve a high level of current income that is
exempt from  federal and  Pennsylvania  income taxes by investing in insured and
high-quality  uninsured  securities issued by Pennsylvania  state,  county,  and
municipal governments.
- --------------------------------------------------------------------------------
     The  municipal  market  was aided by the fact that the supply of new issues
was lower  during 1999 than in 1998.  Through  November,  issuance of  municipal
securities in 1999  amounted to $207  billion,  down more than 20% from the same
period in 1998.  The main  reason  for the  decline  was a 53%  decrease  in the
issuance  of  refunding  bonds,  whose  proceeds  are  used

                                       8
<PAGE>

to pay off older,  higher-coupon  bonds.  Because of the rise in interest rates,
refunding issues generally did not make fiscal sense during 1999. As the economy
continued to expand,  the supply of bonds issued for new projects was  unchanged
from 1998.

THE INSURED LONG-TERM TAX-EXEMPT FUND
Long-term  bonds  typically are hurt most by rising interest rates. As a result,
the Pennsylvania  Insured Long-Term  Tax-Exempt Fund suffered a price decline of
- -6.7% and posted a total return of -1.7%.  Although  negative  returns are never
good news, this result was  considerably  better than the -3.5% total return for
the average Pennsylvania municipal bond fund.
     Across all bond maturities,  we seek to find the best values for each level
of interest rate risk.  This strategy helped in a year of rising interest rates.
Our focus on keeping  expenses  low is helpful at all times and is  critical  in
delivering above-average tax-exempt income, since expenses are deducted directly
from a bond fund's interest  income.  Our emphasis on keeping the funds invested
in high-quality  securities  benefits our  shareholders by reducing credit risk.
The overall  effect of  combining  low costs and high quality is to provide both
superior yields and low credit risk.

THE TAX-EXEMPT MONEY MARKET FUND
The Tax-Exempt  Money Market Fund logged a 3.1% return during fiscal 1999, ahead
of the 2.7% return for the average Pennsylvania  tax-exempt money fund. The rise
in interest rates during the period was slightly less  pronounced for tax-exempt
money market  instruments than for long-term bonds. After rising 19 basis points
during the first half of the fiscal year,  yields on 1-year  municipals  rose 69
basis points  during the second  half,  which is  traditionally  a time of heavy
borrowing by  municipalities.  The benchmark 1-year MIG-1 note closed the fiscal
year  with a yield of 3.87%,  up 88 basis  points  from the  2.99%  yield a year
earlier.  Yields on the 1-year U.S. Treasury bill, meanwhile,  rose by 118 basis
points for the year to 5.68%,  after a second-half  jump of 71 basis points.  On
balance,  short-term  tax-exempt  securities  became  slightly  more  attractive
relative to Treasury securities: The ratio of the yield on 1-year MIG-1 notes to
that on 1-year Treasury bills rose from 66.4% to 68.1% during the year.
     As we  begin  fiscal  year  2000,  the  Tax-Exempt  Money  Market  Fund  is
positioned   to  take   advantage  of  its  dual   strengths  of   conservative,
quality-oriented  management  and  low  operating  expenses.  We  believe  these
strengths  will  continue to  generate  superior  risk-adjusted  returns for our
shareholders.

Ian A. MacKinnon, Managing Director
Christopher M. Ryon, Principal
Pamela Wisehaupt Tynan, Principal
Reid O. Smith, Principal
John M. Carbone, Principal
Vanguard Fixed Income Group

December 13, 1999

                                       9
<PAGE>

PERFORMANCE SUMMARY
PENNSYLVANIA TAX-EXEMPT MONEY MARKET 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 that returns can
fluctuate  widely.  An  investment  in a money  market  fund is not  insured  or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  Although the fund seeks to preserve the value of your  investment at $1
per share, it is possible to lose money by investing in the fund.

TOTAL INVESTMENT RETURNS: JUNE 13, 1988-NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
                         PENNSYLVANIA TAX-EXEMPT               AVERAGE
                           MONEY MARKET FUND                    FUND*
FISCAL          CAPITAL         INCOME           TOTAL          TOTAL
YEAR            RETURN          RETURN          RETURN         RETURN
- --------------------------------------------------------------------------------
1988             0.0%            2.5%            2.5%             2.5%
1989             0.0             6.4             6.4              6.4
1990             0.0             5.9             5.9              5.9
1991             0.0             4.6             4.6              4.6
1992             0.0             3.0             3.0              2.9
1993             0.0             2.4             2.4              2.2
- --------------------------------------------------------------------------------
                         PENNSYLVANIA TAX-EXEMPT                 AVERAGE
                           MONEY MARKET FUND                      FUND*
FISCAL          CAPITAL         INCOME           TOTAL            TOTAL
YEAR            RETURN          RETURN          RETURN           RETURN
- --------------------------------------------------------------------------------
1994             0.0%            2.6%            2.6%             2.4%
1995             0.0             3.7             3.7              3.5
1996             0.0             3.4             3.4              3.1
1997             0.0             3.5             3.5              3.2
1998             0.0             3.3             3.3              3.0
1999             0.0             3.1             3.1              2.7
- --------------------------------------------------------------------------------
SEC 7-Day Annualized Yield (11/30/1999): 3.57%
- --------------------------------------------------------------------------------
*Average Pennsylvania Tax-Exempt Money Market Fund.
 See Financial Highlights table on page 26 for
 dividend information for the past five years.

CUMULATIVE PERFORMANCE: NOVEMBER 30, 1989-NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
[CHART]
                    PA Tax-Exempt       Avg. PA Tax-Exempt
                  Money Market Fund     Money Market Fund
         198911         10000                  10000
         199002         10144                  10144
         199005         10293                  10291
         199008         10437                  10436
         199011         10586                  10588
         199102         10723                  10726
         199105         10846                  10848
         199108         10959                  10956
         199111         11073                  11074
         199202         11167                  11163
         199205         11255                  11253
         199208         11326                  11318
         199211         11401                  11394
         199302         11471                  11455
         199305         11539                  11517
         199308         11605                  11573
         199311         11673                  11641
         199402         11736                  11698
         199405         11806                  11762
         199408         11881                  11831
         199411         11974                  11921
         199502         12079                  12017
         199505         12196                  12127
         199508         12304                  12229
         199511         12415                  12334
         199602         12521                  12430
         199605         12626                  12525
         199608         12727                  12619
         199611         12832                  12718
         199702         12937                  12811
         199705         13049                  12911
         199708         13163                  13016
         199711         13280                  13125
         199802         13389                  13222
         199805         13506                  13322
         199808         13615                  13425
         199811         13722                  13524
         199902         13818                  13607
         199905         13922                  13694
         199908         14027                  13789
         199911         14142                  13893
- --------------------------------------------------------------------------------

                                AVERAGE ANNUAL TOTAL RETURNS
                              PERIODS ENDED NOVEMBER 30, 1999
                              -------------------------------   FINAL VALUE OF A
                                 1 YEAR   5 YEARS   10 YEARS  $10,000 INVESTMENT
- --------------------------------------------------------------------------------
==Pennsylvania Tax-Exempt
   Money Market Fund              3.06%     3.38%      3.53%       $14,142
- --Average Pennsylvania Tax-Exempt
   Money Market Fund*             2.73      3.11       3.34         13,893
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED SEPTEMBER 30, 1999*
- --------------------------------------------------------------------------------
                                                               10 YEARS
                          INCEPTION                    -------------------------
                            DATE     1 YEAR  5 YEARS   CAPITAL   INCOME    TOTAL
- --------------------------------------------------------------------------------
Pennsylvania Tax-Exempt
    Money Market Fund    6/13/1988   3.02%    3.38%     0.00%     3.57%    3.57%
- --------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return  information
through the latest calendar quarter.

                                       10
<PAGE>

PERFORMANCE SUMMARY
PENNSYLVANIA INSURED LONG-TERM TAX-EXEMPT 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: APRIL 7, 1986-NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
                     PENNSYLVANIA INSURED LONG-TERM
                             TAX-EXEMPT FUND                    LEHMAN*
FISCAL          CAPITAL         INCOME           TOTAL           TOTAL
YEAR            RETURN          RETURN          RETURN          RETURN
- --------------------------------------------------------------------------------
1986             3.0%            4.7%            7.7%             8.1%
1987            -9.9             6.6            -3.3             -0.2
1988             4.5             7.5            12.0             10.6
1989             4.7             7.5            12.2             11.0
1990             0.3             7.0             7.3              7.7
1991             2.8             6.9             9.7             10.3
1992             5.0             6.7            11.7             10.0
1993             5.8%            6.1%           11.9%            11.1%
1994           -10.7             5.3            -5.4             -5.2
1995            12.0             6.5            18.5             18.9
1996             0.2             5.6             5.8              5.9
1997             0.7             5.5             6.2              7.2
1998             2.1             5.5             7.6              7.8
1999            -6.7             5.0            -1.7             -1.1
- --------------------------------------------------------------------------------
*Lehman Municipal Bond Index.
See  Financial  Highlights  table  on page 27 for  dividend  and  capital  gains
information for the past five years.

CUMULATIVE PERFORMANCE: NOVEMBER 30, 1989-NOVEMBER 30, 1999
- --------------------------------------------------------------------------------
[CHART]                               Average      Lehaman
                       PA Ins LT    PA Municipal  Municipal
                    Tax-Exempt Fund    Fund       Bond Index
         198911         10000         10000         10000
         199002         10070         10085         10124
         199005         10252         10222         10273
         199008         10187         10242         10363
         199011         10727         10639         10770
         199102         10952         10873         11057
         199105         11248         11162         11308
         199108         11511         11427         11585
         199111         11763         11699         11875
         199202         12086         12008         12161
         199205         12369         12270         12418
         199208         12910         12752         12878
         199211         13133         12900         13065
         199302         13962         13709         13835
         199305         14071         13777         13904
         199308         14613         14351         14449
         199311         14697         14416         14513
         199402         14762         14491         14600
         199405         14533         14036         14248
         199408         14732         14209         14475
         199411         13898         13381         13755
         199502         15209         14586         14881
         199505         15736         15204         15551
         199508         15840         15265         15759
         199511         16465         15922         16356
         199602         16655         16059         16525
         199605         16406         15792         16261
         199608         16726         16028         16585
         199611         17415         16726         17317
         199702         17515         16811         17435
         199705         17662         16981         17608
         199708         18110         17409         18119
         199711         18497         17852         18559
         199802         18988         18295         19029
         199805         19210         18494         19259
         199808         19634         18769         19687
         199811         19902         19012         19999
         199902         20105         19141         20199
         199905         20028         19091         20159
         199908         19605         18508         19785
         199911         19558         18345         19785
- --------------------------------------------------------------------------------

                                AVERAGE ANNUAL TOTAL RETURNS
                              PERIODS ENDED NOVEMBER 30, 1999
                              -------------------------------   FINAL VALUE OF A
                                 1 YEAR   5 YEARS   10 YEARS  $10,000 INVESTMENT
- --------------------------------------------------------------------------------
==Pennsylvania Insured Long-Term
   Tax-ExemptFund                 -1.74%     7.07%      6.94%       $19,558
- --Average Pennsylvania Municipal
   Fund*                          -3.51      6.51       6.26         18,345
__Lehman Municipal Bond Index     -1.07      7.54       7.06         19,785
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED SEPTEMBER 30, 1999*
- --------------------------------------------------------------------------------
                                                               10 YEARS
                          INCEPTION                     ------------------------
                            DATE     1 YEAR   5 YEARS   CAPITAL   INCOME   TOTAL
- --------------------------------------------------------------------------------
Pennsylvania Insured Long-Term
    Tax-Exempt Fund       4/7/1986   -1.64%    6.21%     1.25%    6.03%    7.28%
- --------------------------------------------------------------------------------
*SEC rules require that we provide this average annual total return  information
through the latest calendar quarter.

                                       11
<PAGE>
FUND PROFILE
PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND

This Profile  provides a snapshot of the fund's  characteristics  as of November
30, 1999. Key elements of this Profile are defined on page 13.

FINANCIAL ATTRIBUTES
- ----------------------------------
Yield                         3.6%
Average Maturity           44 days
Average Quality              MIG-1
Expense Ratio                0.19%

DISTRIBUTION BY CREDIT QUALITY
(% OF PORTFOLIO)
- -----------------------------------
MIG-1/SP-1+                   59.8%
A-1/P-1                       34.6
AAA/AA                         3.7
A                              1.9
- -----------------------------------
Total                        100.0%

                                       12
<PAGE>

AVERAGE COUPON. The average interest rate paid on the securities held by a fund.
It is expressed as a percentage of face value.

AVERAGE  DURATION.  An  estimate  of how much a bond  fund's  share  price  will
fluctuate in response to a change in interest  rates. To see how the price could
shift,  multiply the fund's  duration by the change in rates.  If interest rates
rise by one percentage point, the share price of a fund with an average duration
of five years  would  decline  by about 5%. If rates  decrease  by a  percentage
point, the fund's share price would rise by 5%.

AVERAGE  MATURITY.  The average  length of time until bonds held by a fund reach
maturity  (or are  called) and are  repaid.  In general,  the longer the average
maturity, the more a fund's share price will fluctuate in response to changes in
market interest rates.

AVERAGE QUALITY.  An indicator of credit risk, this figure is the average of the
ratings assigned to a fund's securities holdings by credit-rating  agencies. The
agencies make their  judgment after  appraising an issuer's  ability to meet its
obligations.  Quality is graded on a scale,  with Aaa or AAA indicating the most
creditworthy  bond  issuers and A-1 or MIG-1  indicating  the most  creditworthy
issuers of money market securities.

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  bond
investment.

DISTRIBUTION BY CREDIT QUALITY.  This breakdown of a fund's securities by credit
rating can help in gauging the risk that  returns  could be affected by defaults
or other credit problems.

DISTRIBUTION BY MATURITY.  An indicator of interest-rate  risk. In general,  the
higher the  concentration  of  longer-maturity  issues,  the more a fund's share
price will fluctuate in response to changes in interest rates.

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.

INVESTMENT  FOCUS.  This  grid  indicates  the  focus  of a fund in terms of two
attributes: average maturity (short, medium, or long) and average credit quality
(high, medium, or low).

NUMBER OF ISSUES.  An indicator of  diversification.  The more separate issues a
fund holds,  the less  susceptible  it is to a price  decline  stemming from the
problems of a particular issue.

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.

YIELD.  A  snapshot  of a fund's  interest  income.  The yield,  expressed  as a
percentage  of the fund's net asset  value,  is based on income  earned over the
past 30 days (7 days for money  market  funds) and is  annualized,  or projected
forward for the coming year.

YIELD  TO  MATURITY.  The  rate of  return  an  investor  would  receive  if the
securities held by a fund were held to their maturity dates.

                                       13
<PAGE>

FUND PROFILE
PENNSYLVANIA INSURED LONG-TERM TAX-EXEMPT FUND

This Profile  provides a snapshot of the fund's  characteristics  as of November
30, 1999, compared where appropriate to an unmanaged index. Key elements of this
Profile are defined on page 13.

FINANCIAL ATTRIBUTES
- --------------------------------------------
           PENNSYLVANIA INSURED      LEHMAN
                      LONG-TERM      INDEX*
- --------------------------------------------
Number of Issues            256      52,144
Yield                      5.2%          --
Yield to Maturity          5.3%          --
Average Coupon             5.5%        5.5%
Average Maturity     11.9 years  13.0 years
Average Quality             AAA         AA+
Average Duration      7.6 years   7.5 years
Expense Ratio             0.19%          --
Cash Reserves              1.8%          --

*Lehman Municipal Bond Index.

INVESTMENT FOCUS
- --------------------------------------------
[GRID]
AVERAGE MATURITY                       LONG
CREDIT QUALITY                         HIGH

VOLATILITY MEASURES
- --------------------------------------------
           PENNSYLVANIA INSURED      LEHMAN
                      LONG-TERM      INDEX*
- --------------------------------------------
R-Squared                  0.98        1.00
Beta                       1.01        1.00

*Lehman Municipal Bond Index.

DISTRIBUTION BY CREDIT QUALITY
(% OF PORTFOLIO)
- --------------------------------------------
AAA                                   99.1%
AA                                     0.9
A                                      0.0
BBB                                    0.0
BB                                     0.0
B                                      0.0
- --------------------------------------------
Total                                100.0%

DISTRIBUTION BY MATURITY
(% OF PORTFOLIO)
- --------------------------------------------
Under 1 Year                           7.7%
1-5 Years                             23.2
5-10 Years                            10.6
10-20 Years                           41.6
20-30 Years                           16.7
Over 30 Years                          0.2
- --------------------------------------------
Total                                100.0%

                                       14
<PAGE>

FINANCIAL STATEMENTS
NOVEMBER 30, 1999

STATEMENT OF NET ASSETS
This Statement  provides a detailed list of each fund's municipal bond holdings,
including each security's  market value on the last day of the reporting  period
and information on credit enhancements  (insurance or letters of credit).  Other
assets are added to, and  liabilities  are  subtracted  from, the value of Total
Municipal  Bonds 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.
Undistributed Net Investment Income is usually zero because the fund distributes
its net income to  shareholders  as a dividend each day. Any realized gains must
be distributed  annually,  so the bulk of net assets consists of Paid in Capital
(money invested by shareholders). The balance shown for Accumulated Net Realized
Gains usually approximates the amount available to distribute to shareholders as
taxable  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 realized  gains,  will appear as negative  balances.
Unrealized  Appreciation  (Depreciation) is the difference  between the value of
the funds'  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.
<TABLE>
<CAPTION>
<S>                                                                         <C>          <C>               <C>              <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND                                   COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS (98.9%)
- ------------------------------------------------------------------------------------------------------------------------------------
Allegheny County PA Higher Educ. Auth. VRDO (Univ. of Pittsburgh)            3.75%       12/2/1999 LOC      30,230           30,230
Allegheny County PA Higher Educ. Building Auth. VRDO
  (Carnegie Mellon Univ.)                                                    3.70%       12/2/1999          44,700           44,700
Allegheny County PA Hosp. Dev. Auth. Rev. VRDO
  (Children's Hosp.-Pittsburgh)                                              4.00%       12/2/1999 (1)      28,800           28,800
Allegheny County PA Hosp. Dev. Auth. Rev. VRDO
  (Presbyterian Univ. Health System)                                         4.00%       12/2/1999 (1)      51,325           51,325
Allegheny County PA Hosp. Dev. Auth. Rev. VRDO
  (Presbyterian Univ. Health System)                                         4.00%       12/2/1999 LOC       9,080            9,080
Allegheny County PA Hosp. Dev. Auth. Rev. VRDO
  (Saint Francis Health System)                                              3.85%       12/2/1999 LOC      41,000           41,000
Allegheny County PA IDA PCR PUT (Duquesne Light Co.)                         3.90%       1/12/2000 (2)      37,925           37,925
Beaver County PA IDA PCR (Duquesne Light Co.)                                3.90%       1/12/2000 (2)      12,000           12,000
Beaver County PA IDA PCR CP (Duquesne Light Co.)                             3.90%       1/26/2000 (2)      24,000           24,000
Beaver County PA IDA PCR PUT (Duquesne Light Co.)                            3.95%       1/12/2000 (2)      12,500           12,500
Beaver County PA IDA PCR PUT (Ohio Edison Co.)                               3.10%        4/1/2000 LOC      22,000           22,000
Berks County PA IDA VRDO (Lutheran Health Care)                              3.90%       12/8/1999 (2)      21,245           21,245
Bucks County PA TRAN                                                         2.90%      12/15/1999           6,250            6,250
Chester County PA IDA VRDO (Archdiocese of Philadelphia)                     3.70%       12/2/1999 LOC      24,400           24,400
Cumberland County PA Muni. Auth. College Rev. PUT
  (Dickinson College)                                                        3.80%       11/1/2000 LOC      19,880           19,880
Dallastown Area School Dist. York County PA GO VRDO                          3.95%       12/2/1999 (3)      20,450           20,450
Dauphin County PA General Auth. Hosp. Rev. VRDO
  (Reading Hosp. & Medical Center)                                           3.90%       12/8/1999          13,865           13,865
Delaware County PA IDA Airport Fac. Rev. VRDO
(United Parcel Service)                                                      3.60%       12/2/1999          53,200           53,200
Delaware County PA IDA PCR CP (PECO)                                         3.70%       12/8/1999 (3)      21,400           21,400
Delaware County PA IDA PCR CP (PECO)                                         3.70%       3/10/2000 (3)       9,500            9,500
Delaware County PA IDA PCR CP (PECO)                                         3.70%       3/14/2000 (3)      18,300           18,300
Delaware County PA IDA PCR CP (PECO)                                         3.70%       4/12/2000 (3)       6,000            6,000
Delaware County PA IDA PCR CP (PECO)                                         3.75%       12/9/1999 (3)      10,600           10,600
Delaware County PA IDA PCR CP (PECO)                                         3.75%       4/12/2000 (3)      10,000           10,000

                                       15
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND                                   COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
Delaware County PA IDA PCR VRDO (BP Exploration & Oil)                       3.80%       12/2/1999           8,700            8,700
Delaware County PA IDA Refunding Resource Recovery Fac. VRDO
  (General Electric Capital Corp.)                                           3.75%       12/8/1999          35,800           35,800
Delaware County PA IDA Solid Waste Rev. VRDO (Scott Paper Co.)               3.90%       12/8/1999          76,305           76,305
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Avon Grove School Dist.)                                                  3.90%       12/8/1999 LOC      19,800           19,800
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Big Spring School Dist.)                                                  3.95%       12/8/1999 LOC      15,000           15,000
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Council Rock School Dist.)                                                3.95%       12/8/1999 LOC      10,000           10,000
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Kennett Consolidated School Dist.)                                        3.90%       12/8/1999 LOC      20,000           20,000
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Methacton School Dist.)                                                   3.95%       12/8/1999 LOC      13,000           13,000
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Nazareth School Dist.)                                                    3.95%       12/8/1999 LOC       8,700            8,700
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (Upper Dublin School Dist.)                                                3.95%       12/8/1999 LOC       9,300            9,300
Emmaus PA General Auth. Local Govt. Rev. VRDO
  (West Chester Area School Dist.)                                           3.95%       12/8/1999 LOC      10,000           10,000
Geisinger Health System Auth. of Pennsylvania VRDO
  (Penn State Geisinger Health System)                                       3.80%       12/2/1999          40,075           40,075
Lehigh County PA Health Network VRDO
  (Lehigh Valley Health System)                                              3.65%       12/2/1999 (1)       3,000            3,000
Lehigh County PA IDA PCR TOB VRDO (Pennsylvania Power & Light)               3.98%       12/2/1999 (1) +     6,350            6,350
Mercerburg Borough PA Auth. VRDO (Mercerburg College)                        3.95%       12/8/1999 LOC       7,500            7,500
Montgomery County PA GO                                                      6.10%      10/15/2000 (Prere.)  3,000            3,057
Montgomery County PA IDA PCR CP (PECO)                                       3.40%      12/15/1999 LOC      11,640           11,640
Montgomery County PA IDA PCR CP (PECO)                                       3.45%      12/10/1999 LOC      12,200           12,200
Montgomery County PA IDA PCR CP (PECO)                                       3.75%       3/10/2000 LOC       4,800            4,800
Montgomery County PA VRDO                                                    3.90%       12/8/1999             400              400
Northeastern Pennsylvania Hosp. Auth. Rev.
  (Hosp. Central Services Capital Asset Financing Program)                   3.70%       4/11/2000 (1)      14,120           14,120
Northeastern Pennsylvania Hosp. & Educ. Auth. VRDO
  (Wyoming Valley Health Care Obligated Group)                               3.90%       12/8/1999 (2)      49,200           49,200
Pennsylvania CP                                                              3.65%       12/7/1999          18,300           18,300
Pennsylvania CP                                                              3.80%       1/27/2000          10,100           10,100
Pennsylvania GO                                                              4.00%       12/1/1999          13,500           13,500
Pennsylvania GO                                                              4.50%       10/1/2000          19,850           19,982
Pennsylvania GO                                                             4.625%        5/1/2000           7,975            8,023
Pennsylvania GO                                                             4.625%        5/1/2000 (1)       1,250            1,258
Pennsylvania GO                                                              5.25%       5/15/2000 (3)       7,000            7,065
Pennsylvania GO                                                              5.40%        7/1/2000           2,000            2,025
Pennsylvania Higher Educ. Assistance Agency Student Loan Rev.               4.625%       12/1/2000 LOC       5,000            5,035
Pennsylvania Higher Educ. Assistance Agency
Student Loan Rev. VRDO                                                       3.85%       12/8/1999 (2)      17,800           17,800
Pennsylvania Higher Educ. Assistance Agency
Student Loan Rev. VRDO                                                       3.95%       12/8/1999 LOC     134,400          134,400
Pennsylvania Higher Educ. Assistance Agency
Student Loan Rev. VRDO                                                       4.00%       12/8/1999 LOC      20,000           20,000
Pennsylvania Higher Educ. Fac. Auth. Rev.                                    4.50%       11/1/2000 LOC      20,700           20,831
Pennsylvania Higher Educ. Fac. Auth. Rev.                                    5.00%       6/15/2000 (4)       1,290            1,299
Pennsylvania Higher Educ. Fac. Auth. Rev. PUT (St. Joseph's Univ.)          3.125%        4/1/2000 LOC       3,300            3,300
Pennsylvania Higher Educ. Fac. Auth. Rev. PUT (St. Joseph's Univ.)           3.80%       11/1/2000 LOC      17,800           17,800
Pennsylvania Higher Educ. Fac. Auth. Rev. VRDO
  (Carnegie Mellon Univ.)                                                    3.70%       12/2/1999          74,400           74,400
Pennsylvania Higher Educ. Fac. Auth. Rev. VRDO (Temple Univ.)                3.70%       12/2/1999 LOC      36,800           36,800
Pennsylvania Higher Educ. Fac. Auth. Rev. VRDO
  (Univ. of Pennsylvania)                                                    3.85%       12/8/1999          12,480           12,480
Pennsylvania IDA                                                             6.70%        1/1/2000 (ETM)     7,420            7,442
Pennsylvania Intergovernmental Cooperation Auth. Rev.                        5.75%       6/15/2000 (3)       4,695            4,745

                                       16
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
                                                                            COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
Pennsylvania Intergovernmental Cooperative Auth. Rev.                        6.00%       6/15/2000 (ETM)     3,670            3,718
Pennsylvania Turnpike Comm. Oil Franchise Tax Rev.                           4.00%       12/1/1999 (2)       2,965            2,965
Pennsylvania Turnpike Comm. Oil Franchise Tax Rev. TOB VRDO                  3.92%       12/2/1999 (2)+     16,045           16,045
Pennsylvania Turnpike Comm. Oil Franchise Tax Rev. TOB VRDO                  3.98%       12/2/1999 (2)+      4,130            4,130
Pennsylvania Turnpike Comm. Rev.                                             7.50%       12/1/1999 (Prere.)  1,825            1,861
Pennsylvania Turnpike Comm. Rev.                                            7.625%       12/1/1999 (Prere.)  2,885            2,943
Pennsylvania Turnpike Comm. Rev. VRDO                                        3.70%       12/2/1999          19,800           19,800
Philadelphia PA Gas Works Rev. CP                                            3.45%       1/27/2000 LOC      20,000           20,000
Philadelphia PA Gas Works Rev. CP                                            3.50%        3/9/2000 LOC      10,000           10,000
Philadelphia PA Hosp. & Higher Educ. Fac. Auth. Rev. VRDO
  (Children's Hosp. Project)                                                 3.75%       12/2/1999          98,310           98,310
Philadelphia PA School Dist. GO TOB VRDO                                     3.98%       12/2/1999 (2)+      3,080            3,080
Philadelphia PA School Dist. TRAN                                            4.00%       6/30/2000 LOC      42,500           42,632
Philadelphia PA Water & Waste Water Rev. VRDO                                3.75%       12/8/1999 (2)      56,300           56,300
Sayre PA Health Care Fac. Auth. VRDO
  (VHA of Pennsylvania, Pooled Capital Asset Financial Program)              3.90%       12/8/1999 (2)      61,000           61,000
Scranton-Lackawanna PA Health & Welfare Auth. VRDO
  (Mercy Health System)                                                      3.90%       12/8/1999           6,300            6,300
Somerset County PA General Auth.                                             6.45%      10/15/2000 (ETM)     2,000            2,044
South Fork PA Hosp. Auth. Rev. VRDO (Conemaugh Valley Hosp.)                 3.65%       12/2/1999 (1)      33,100           33,100
St. Mary's Hosp. Auth. PA VRDO (Catholic Health Initiatives)                 3.90%       12/8/1999          18,600           18,600
Temple Univ. PA Higher Educ. GO                                              3.15%       5/12/2000          36,000           36,000
Univ. of Pittsburgh PA Higher Educ. RAN                                      4.00%       6/30/2000          19,000           19,064
Univ. of Pittsburgh PA Higher Educ. VRDO                                     3.75%       12/2/1999 LOC      37,000           37,000
Washington County PA Higher Educ. VRDO
  (Pooled Equipment Lease Program)                                           3.90%       12/8/1999 LOC      30,635           30,635
York County PA IDA PCR VRDO (PECO)                                           3.65%       12/2/1999 LOC      10,940           10,940
Outside Pennsylvania:
Puerto Rico Govt. Dev. Bank CP                                               3.55%       12/9/1999          10,066           10,066
Puerto Rico Govt. Dev. Bank CP                                               3.75%      12/14/1999          10,353           10,353
Puerto Rico Govt. Dev. Bank VRDO                                             3.60%       12/8/1999 (1)      20,525           20,525
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
  (COST $1,941,593)                                                                                                       1,941,593
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (1.1%)
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets--Note B                                                                                                         28,156
Liabilities                                                                                                                  (6,297)
                                                                                                                         -----------
                                                                                                                             21,859
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (100%)
- ------------------------------------------------------------------------------------------------------------------------------------
Applicable to 1,963,492,207 outstanding $.001 par value shares of beneficial interest
  (unlimited authorization)                                                                                              $1,963,452
====================================================================================================================================
NET ASSET VALUE PER SHARE                                                                                                     $1.00
====================================================================================================================================
*See Note A in Notes to Financial Statements.
+Securities  exempt from  registration  under Rule 144A of the Securities Act of 1933.  These securities may be sold in transactions
 exempt from  registration, normally to qualified  institutional buyers. At November 30, 1999, the aggregate value of these
 securities was $29,605,000,  representing 1.5% of net assets.
For key to abbreviations and other references, see page 23.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
AT NOVEMBER 30, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                                                AMOUNT       PER
                                                                 (000)     SHARE
- --------------------------------------------------------------------------------
Paid in Capital                                            $1,963,491      $1.00
Undistributed Net Investment Income                                --        --
Accumulated Net Realized Losses                                   (39)       --
Unrealized Appreciation                                            --        --
- --------------------------------------------------------------------------------
NET ASSETS                                                 $1,963,452      $1.00
================================================================================

                                       17
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                        <C>            <C>               <C>             <C>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
PENNSYLVANIA INSURED LONG-TERM TAX-EXEMPT FUND                              COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
MUNICIPAL BONDS (98.2%)
- ------------------------------------------------------------------------------------------------------------------------------------
Issuer Insured (92.8%)
Allegheny County PA Airport Rev. (Pittsburgh International Airport)          5.00%        1/1/2017(1)       12,205           11,032
Allegheny County PA Airport Rev. (Pittsburgh International Airport)          5.00%        1/1/2019(1)       15,750           13,990
Allegheny County PA GO                                                       0.00%        5/1/2003(2)        8,815            7,490
Allegheny County PA GO                                                       6.00%        5/1/2010(2)        3,030            3,151
Allegheny County PA GO                                                       6.00%        5/1/2012(2)        3,000            3,163
Allegheny County PA Hosp. Dev. Auth. Rev. (Catholic Health East)             5.25%      11/15/2013(2)        1,000              962
Allegheny County PA Hosp. Dev. Auth. Rev. (Magee Women's Hosp.)              6.00%       10/1/2010(3)        4,235            4,549
Allegheny County PA Hosp. Dev. Auth. Rev.
  (Presbyterian Univ. Health System)                                         6.00%       11/1/2002(1)(Prere) 3,000            3,127
Allegheny County PA Hosp. Dev. Auth. Rev. (Univ. of Pittsburgh)             5.125%        7/1/2022(1)        5,960            5,226
Allegheny County PA Hosp. Dev. Auth. Rev. (Univ. of Pittsburgh)              5.60%        4/1/2017(1)        2,000            1,926
Allegheny County PA Port. Auth. Special Rev.                                 6.00%        3/1/2011(1)        1,840            1,948
Allegheny County PA Port. Auth. Special Rev.                                 6.00%        3/1/2012(1)        4,310            4,532
Allegheny County PA Port. Auth. Special Rev.                                 6.00%        3/1/2016(1)        2,565            2,674
Allegheny County PA Port. Auth. Special Rev.                                 6.00%        3/1/2024(1)       16,000           16,059
Allegheny County PA Port. Auth. Special Rev.                                 6.25%        3/1/2016(1)        3,740            3,898
Allegheny County PA Port. Auth. Special Rev.                                 6.25%        3/1/2017(1)        2,000            2,073
Allegheny County PA Sanitation Auth. Sewer Rev.                              5.50%       12/1/2013(3)       19,000           18,963
Allegheny County PA Sanitation Auth. Sewer Rev.                              5.50%       12/1/2016(3)       33,665           32,512
Allegheny County PA Sanitation Auth. Sewer Rev.                              6.00%       12/1/2019(1)       54,630           55,162
Allegheny County PA Sanitation Auth. Sewer Rev.                              6.25%       12/1/2014(1)        9,660           10,286
Allegheny County PA Sanitation Auth. Sewer Rev.                              6.50%       12/1/2011(3)        8,000            8,291
Altoona PA Water Rev. Auth.                                                  6.50%       11/1/2004(3)(Prere)19,790           21,726
Altoona PA Water Rev. Auth.                                                  6.50%       11/1/2019(3)          210              218
Beaver County PA IDA PCR (Ohio Edison)                                       7.00%        6/1/2021(3)       22,715           23,864
Beaver County PA IDA PCR (Ohio Edison)                                       7.10%        6/1/2018(3)        5,000            5,161
Berks County PA GO                                                           0.00%      11/15/2013(3)(ETM)   7,250            3,286
Berks County PA GO                                                           0.00%      11/15/2014(3)(ETM)   8,615            3,636
Berks County PA GO                                                           0.00%      11/15/2015(3)(ETM)   6,250            2,452
Berks County PA GO                                                           5.75%      11/15/2012(3)        7,750            7,825
Berks County PA Hosp. Rev. (Reading Hosp.)                                   5.70%       10/1/2014(1)        4,500            4,597
Berks County PA Hosp. Rev. (Reading Hosp.)                                   6.10%       10/1/2023(1)       16,500           16,507
Blair County PA Hosp. Auth. Rev. (Altoona Hosp.)                             5.00%        7/1/2022(2)        5,315            4,568
Blair County PA Hosp. Auth. Rev. (Altoona Hosp.)                             5.50%        7/1/2016(2)        4,480            4,324
Blair County PA Hosp. Auth. Rev. (Altoona Hosp.)                             6.50%        7/1/2002(2)(Prere) 8,500            9,077
Boyertown PA Area School Dist. GO                                            6.10%        9/1/2002(2)(Prere) 6,000            6,261
Butler County PA GO                                                          6.00%       7/15/2012(3)        5,185            5,308
Center City Philadelphia PA Business Improvement                             5.50%       12/1/2015(2)        6,955            6,832
Center Township PA Sewer Auth. Rev.                                          5.50%       4/15/2011(1)        2,375            2,391
Central Dauphin PA School Dist. GO                                           0.00%        6/1/2004(2)        4,800            3,853
Chester County PA Health & Educ. Fac. Auth. Rev.
  (Chester County Hosp.)                                                    5.875%        7/1/2016(1)        7,870            7,865
Chester County PA Health & Educ. Fac. Auth. Rev.
  (Jefferson Health System)                                                 5.125%       5/15/2018(2)       12,445           11,150
Chester County PA Health & Educ. Fac. Auth. Rev.
  (Jefferson Health System)                                                  5.25%       5/15/2022(2)       36,580           32,763
Coatesville PA School Dist. GO                                               5.75%        4/1/2015(4)       10,080           10,615
Cornwall Lebanon PA Suburban Joint School Dist. GO                          5.875%        3/1/2004(3)(Prere) 5,635            5,692
Cornwall Lebanon PA Suburban Joint School Dist. GO                           5.90%        3/1/2004(3)(Prere) 3,270            3,377
Corry PA Area School Dist. GO                                                5.50%      12/15/2010(1)        4,000            4,035
Council Rock PA School Dist. GO                                              4.75%      11/15/2017(3)        7,000            6,067
Dauphin County PA General Auth. Health System Rev.
  (West Pennsylvania Hosp.)                                                  5.50%        7/1/2013(1)        5,000            4,990
Delaware County PA Auth. Rev. (Catholic Health East)                         5.25%      11/15/2012(2)        3,435            3,344
Delaware County PA Auth. Rev. (Catholic Health East)                         5.25%      11/15/2013(2)        4,665            4,486
Delaware County PA Auth. Rev. (Villanova Univ.)                              5.00%       12/1/2028(1)       26,885           23,015

                                       18
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
                                                                            COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
Delaware County PA Hosp. Auth. Rev.
(Delaware County Memorial Hosp.)                                             5.50%       8/15/2013(1)       12,000           11,862
Delaware River Joint Toll Bridge Comm.
Pennsylvania & New Jersey Rev.                                               6.00%        7/1/2018(3)        3,040            3,056
Delaware River Port Auth. Pennsylvania & New Jersey Rev.                     5.50%        1/1/2026(3)       13,025           12,351
Dover Township PA Sewer Auth. Rev.                                           5.55%       11/1/2022(1)        4,000            3,801
Erie County PA Hosp. Auth. Rev. (St. Vincent Health Care)                   6.125%        7/1/2013(1)        3,900            4,058
Erie PA School Dist. GO                                                      0.00%        9/1/2010(4)        5,665            3,145
Erie PA School Dist. GO                                                      0.00%        9/1/2011(4)        5,780            3,037
Erie PA School Dist. GO                                                      0.00%        9/1/2013(4)        2,780            1,275
Erie PA School Dist. GO                                                      0.00%        9/1/2016(4)        5,785            2,138
Fort LeBoeuf PA School Dist. GO                                              5.80%        1/1/2003(1)(Prere) 5,500            5,700
Garnet Valley PA School Dist. GO                                             5.70%        4/1/2011(2)        3,000            3,059
Greensburg Salem PA School Dist. GO                                          6.45%       9/15/2018(1)        7,500            7,753
Hazelton PA Area School Dist. GO                                             0.00%        3/1/2017(3)        4,425            1,575
Hazleton PA Area School Dist. GO                                             5.50%        3/1/2011(3)        3,740            3,822
Hazleton PA Area School Dist. GO                                             6.00%        3/1/2016(3)       18,245           18,916
Lancaster PA Higher Educ. Auth. Rev. (Franklin & Marshall College)           6.60%       4/15/2010(1)        4,940            5,145
Lancaster PA Higher Educ. Auth. Rev. (Franklin & Marshall College)           6.70%       4/15/2012(1)        4,000            4,171
Lancaster PA School Dist. GO                                                5.375%       2/15/2017(3)        5,590            5,333
Lehigh County PA General Purpose Hosp. Auth. Rev.
  (Lehigh Valley Health Network)                                             5.00%        7/1/2028(1)       15,905           13,406
Lehigh County PA General Purpose Hosp. Auth. Rev.
  (Lehigh Valley Health Network)                                            5.625%        7/1/2005(1)(Prere)   800              845
Lehigh County PA General Purpose Hosp. Auth. Rev.
  (Lehigh Valley Health Network)                                            5.625%        7/1/2025(1)        9,200            8,626
Lehigh County PA General Purpose Hosp. Auth. Rev.
  (Lehigh Valley Health Network)                                             5.70%        7/1/2010(1)        3,905            3,993
Lehigh County PA General Purpose Hosp. Auth. Rev.
  (Lehigh Valley Health Network)                                             7.00%        7/1/2016(1)        4,415            5,015
Lewisburg PA Area School Dist. GO                                            6.20%        6/1/2002(1)(Prere) 3,500            3,648
Lewisburg PA Area School Dist. GO                                            6.25%        6/1/2002(1)(Prere) 3,685            3,845
Ligonier Valley PA School Dist. GO                                           6.00%        3/1/2004(1)(Prere) 6,000            6,316
Manheim PA Central School Dist. GO                                           6.85%        3/1/2008(3)        2,705            2,783
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2004(1)        1,040              821
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2005(1)        1,050              785
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2006(1)        2,015            1,424
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2007(1)        2,080            1,387
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2008(1)        2,270            1,426
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2009(1)        2,020            1,196
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2010(1)        1,840            1,024
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2011(1)        1,835              960
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2014(1)        2,040              867
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2015(1)        2,040              806
McKeesport PA Area School Dist. GO                                           0.00%       10/1/2016(1)        4,655            1,712
Montgomery County PA Higher Educ. & Health Auth. Rev.
  (Abington Memorial Hosp.)                                                  5.00%        6/1/2028(2)        8,660            7,301
Montgomery County PA Higher Educ. & Health Auth. Rev.
  (Abington Memorial Hosp.)                                                  6.00%        6/1/2003(2)(Prere) 8,140            8,655
Montgomery County PA Higher Educ. & Health Auth. Rev.
  (Abington Memorial Hosp.)                                                  6.00%        6/1/2022(2)        2,020            2,003
Montgomery County PA Higher Educ. & Health Auth. Rev.
  (Abington Memorial Hosp.)                                                  6.10%        6/1/2012(2)        5,000            5,215
Montgomery County PA Higher Educ. & Health Auth. Rev.
  (Pottstown Healthcare)                                                     5.00%        1/1/2027(4)        6,250            5,293
Montgomery County PA Higher Educ. & Health Auth. Rev.
  (Pottstown Healthcare)                                                    5.375%        1/1/2012(4)        5,085            5,016
Mount Lebanon PA Hosp. Dev. Auth. Rev. (St. Clair Memorial Hosp.)            6.25%        7/1/2006(3)        9,250            9,940
Nazareth PA School Dist. GO                                                  5.50%      11/15/2015(2)        1,500            1,555

                                       19
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
PENNSYLVANIA INSURED LONG-TERM TAX-EXEMPT FUND                              COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
Neshaminy PA School Dist. GO                                                 5.70%       2/15/2014(3)        8,795            8,868
Neshaminy PA School Dist. GO                                                 6.30%       8/15/2002(3)(Prere)10,000           10,479
North Hills PA School Dist. GO                                               5.25%      11/15/2007(3)(Prere) 7,440            7,620
North Penn PA Water Auth. Rev.                                              6.125%       11/1/2010(3)        5,140            5,377
North Wales PA Water Auth. Rev.                                             6.125%       11/1/2002(3)(Prere)11,300           11,828
Northampton County PA Hosp. Auth. Rev. (Easton Hosp.)                        6.25%        1/1/2019(1)       10,000           10,110
Northampton County PA Hosp. Auth. Rev. (Easton Hosp.)                       7.875%        1/1/2019(5)          285              292
Northampton County PA IDA PCR (Central Metro. Edison)                        6.10%       7/15/2021(1)        4,410            4,458
Northeastern PA Hosp. & Educ. Health Rev. (Wyoming Valley Health)            5.25%        1/1/2016(2)        6,560            6,121
Northeastern PA Hosp. & Educ. Health Rev. (Wyoming Valley Health)            5.25%        1/1/2026(2)        5,350            4,722
Owen J. Roberts School Dist. PA GO                                          5.375%       5/15/2018(1)        4,565            4,322
Penn Hills PA GO                                                             5.80%       12/1/2002(2)(Prere)11,735           12,192
Penn Trafford PA School Dist. GO                                             5.85%        5/1/2004(1)(Prere) 2,435            2,553
Pennsylvania Convention Center Auth. Rev.                                    0.00%        9/1/2004(3)(ETM)   5,000            3,972
Pennsylvania Convention Center Auth. Rev.                                    6.00%        9/1/2019(3)(ETM)  12,600           12,908
Pennsylvania Convention Center Auth. Rev.                                    6.70%        9/1/2016(3)(ETM)  19,150           21,505
Pennsylvania GO                                                             5.125%       3/15/2017(2)        7,990            7,382
Pennsylvania GO                                                             5.375%       5/15/2010(3)       13,800           13,991
Pennsylvania GO                                                             5.375%       5/15/2012(3)       16,570           16,575
Pennsylvania GO                                                             5.375%       5/15/2014(3)       14,000           13,731
Pennsylvania GO                                                             5.375%       5/15/2016(3)        5,000            4,812
Pennsylvania GO                                                              5.75%       10/1/2015(3)       19,850           20,018
Pennsylvania Higher Educ. Auth. Rev.
  (Allegheny/Delaware Valley Obligated Group)                               5.875%      11/15/2016(1)       20,000           19,989
Pennsylvania Higher Educ. Auth. Rev.
  (Allegheny/Delaware Valley Obligated Group)                               5.875%      11/15/2021(1)        9,545            9,494
Pennsylvania Higher Educ. Auth. Rev. (Bryn Mawr College)                    5.125%       12/1/2029(2)        5,000            4,358
Pennsylvania Higher Educ. Auth. Rev. (Bryn Mawr College)                    5.625%       12/1/2014(1)        2,200            2,209
Pennsylvania Higher Educ. Auth. Rev. (College & Univ.)                       7.20%        1/1/2004(2)        2,120            2,125
Pennsylvania Higher Educ. Auth. Rev. (Temple Univ.)                          5.00%        4/1/2029(1)        8,700            7,442
Pennsylvania Higher Educ. Auth. Rev. (Temple Univ.)                          5.25%        4/1/2011(1)        3,545            3,518
Pennsylvania Higher Educ. Auth. Rev. (Temple Univ.)                          5.25%        4/1/2016(1)        4,000            3,769
Pennsylvania Intergovernmental Cooperative Auth. Rev.                        5.25%       6/15/2014(3)       10,765           10,342
Pennsylvania Intergovernmental Cooperative Auth. Rev.                        5.25%       6/15/2015(3)        5,205            4,945
Pennsylvania Intergovernmental Cooperative Auth. Rev.                        5.25%       6/15/2017(3)        8,830            8,244
Pennsylvania Intergovernmental Cooperative Auth. Rev.                       5.625%       6/15/2013(3)        2,605            2,620
Pennsylvania Intergovernmental Cooperative Auth. Rev.                        6.00%       6/15/2000(3)(ETM)   2,000            2,022
Pennsylvania Intergovernmental Cooperative Auth. Rev.                        7.00%       6/15/2005(3)(Prere) 2,250            2,494
Pennsylvania Turnpike Comm. Oil Franchise Tax Rev.                           5.00%       12/1/2023(2)       24,325           21,196
Pennsylvania Turnpike Comm. Oil Franchise Tax Rev.                          5.125%       12/1/2016(2)        4,735            4,407
Pennsylvania Turnpike Comm. Oil Franchise Tax Rev.                           6.00%       12/1/2004(2)(Prere) 7,450            8,009
Pennsylvania Turnpike Comm. Rev.                                             5.50%       12/1/2017(3)       16,000           15,485
Pennsylvania Turnpike Comm. Rev.                                             5.75%       12/1/2012(2)       10,000           10,178
Pennsylvania Turnpike Comm. Rev.                                             6.00%        6/1/2015(1)       28,800           29,492
Pennsylvania Turnpike Comm. Rev.                                             6.25%        6/1/2011(2)       14,390           15,006
Philadelphia PA Airport Rev.                                                 5.00%        7/1/2023(3)        8,950            7,657
Philadelphia PA Airport Rev.                                                5.125%        7/1/2028(3)       13,250           11,358
Philadelphia PA Airport Rev.                                                 5.75%       6/15/2010(3)        4,440            4,608
Philadelphia PA Gas Works Rev.                                               5.00%        7/1/2028(4)        5,000            4,244
Philadelphia PA Gas Works Rev.                                               5.25%        7/1/2011(4)        3,965            3,931
Philadelphia PA Gas Works Rev.                                              5.375%        7/1/2012(4)        4,000            3,976
Philadelphia PA Gas Works Rev.                                              5.375%        7/1/2014(4)        4,810            4,680
Philadelphia PA Gas Works Rev.                                               6.00%       5/15/2000(2)(Prere)14,250           14,664
Philadelphia PA GO                                                           5.00%       5/15/2020(1)        8,000            7,099
Philadelphia PA GO                                                           5.00%       3/15/2028(4)       10,000            8,518
Philadelphia PA GO                                                           5.25%       3/15/2014(4)        2,000            1,918
Philadelphia PA GO                                                           5.25%       3/15/2015(4)        2,600            2,466
Philadelphia PA GO                                                           6.00%      11/15/2004(3)(Prere) 6,880            7,405

                                       20
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
                                                                            COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
Philadelphia PA GO                                                           6.00%      11/15/2010(3)        1,065            1,117
Philadelphia PA GO                                                           6.00%      11/15/2011(3)        1,145            1,201
Philadelphia PA GO                                                           6.00%      11/15/2012(3)        1,270            1,316
Philadelphia PA GO                                                           6.00%      11/15/2013(3)          715              741
Philadelphia PA Hosp. & Higher Educ. Fac. Auth. Rev.
  (Jefferson Health System)                                                 5.125%       5/15/2018(2)        5,700            5,107
Philadelphia PA Parking Auth. Rev.                                           5.25%        9/1/2029(4)        3,530            3,120
Philadelphia PA Parking Auth. Rev.                                           5.40%        9/1/2011(2)        4,520            4,541
Philadelphia PA Parking Auth. Rev.                                           5.40%        9/1/2012(2)        5,990            5,969
Philadelphia PA Parking Auth. Rev.                                           5.40%        9/1/2015(2)        6,350            6,129
Philadelphia PA Parking Auth. Rev.                                           5.50%        9/1/2018(2)        4,250            4,054
Philadelphia PA School Dist. GO                                              0.00%        7/1/2001(2)       11,750           10,944
Philadelphia PA School Dist. GO                                              5.25%        4/1/2015(1)        4,000            3,802
Philadelphia PA School Dist. GO                                              5.25%        4/1/2017(1)        3,000            2,802
Philadelphia PA School DIst. GO                                              5.50%        9/1/2005(2)(Prere) 1,150            1,212
Philadelphia PA School Dist. GO                                              5.50%        9/1/2015(2)        3,850            3,762
Philadelphia PA School Dist. GO                                              5.50%        9/1/2018(2)        4,000            3,820
Philadelphia PA School Dist. GO                                              5.50%        9/1/2025(2)       15,000           14,096
Philadelphia PA Water & Waste Water Rev.                                     5.50%        8/1/2014(1)       12,900           12,733
Philadelphia PA Water & Waste Water Rev.                                     5.60%        8/1/2018(1)        5,920            5,714
Philadelphia PA Water & Waste Water Rev.                                     6.25%        8/1/2011(1)        3,750            4,077
Philadelphia PA Water & Waste Water Rev.                                     7.00%       6/15/2010(3)       33,865           38,763
Philadelphia PA Water & Waste Water Rev.                                     7.00%       6/15/2011(3)       35,685           40,971
Pine Richland School Dist. PA GO                                             5.50%        9/1/2019(4)        3,430            3,271
Pittsburgh PA GO                                                            5.125%        9/1/2014(3)       10,435            9,881
Pittsburgh PA GO                                                            5.125%        9/1/2015(3)        7,795            7,287
Pittsburgh PA GO                                                             5.25%        9/1/2017(3)        4,980            4,647
Pittsburgh PA GO                                                             5.50%        9/1/2014(2)       10,500           10,457
Pittsburgh PA GO                                                             6.25%        9/1/2001(1)(Prere)11,030           11,603
Pittsburgh PA GO                                                             5.75%        9/1/2016(3)+       4,505            4,515
Pittsburgh PA GO                                                             6.00%        9/1/2018(3)+       4,450            4,502
Pittsburgh PA Public Parking Auth. Rev.                                     5.875%       12/1/2012(3)        8,200            8,390
Pittsburgh PA School Dist. GO                                                0.00%        8/1/2009(2)        4,000            2,389
Pittsburgh PA Water & Sewer System Rev.                                      5.00%        9/1/2019(4)        5,170            4,609
Pittsburgh PA Water & Sewer System Rev.                                      5.25%        9/1/2022(4)        2,495            2,270
Pittsburgh PA Water & Sewer System Rev.                                      7.25%        9/1/2014(3)(ETM)  25,210           28,948
Pittsburgh PA Water & Sewer System Rev.                                     7.625%        9/1/2004(3)(ETM)   5,370            5,907
Pocono Mountain PA School Dist. GO                                           5.75%       10/1/2009(2)        6,000            6,127
Reading PA GO                                                               5.875%      11/15/2002(2)(Prere) 4,175            4,340
Reading PA GO                                                               5.875%      11/15/2012(2)       13,825           14,006
Ridley PA School Dist. GO                                                    5.00%      11/15/2029(3)       16,655           14,228
Sayre PA Health Care Fac. Auth. Rev. (Guthrie Health Care System)            7.00%        3/1/2011(2)        2,000            2,093
Scranton-Lackawanna PA Health & Welfare Auth. Rev.
  (Mercy Health System)                                                     5.625%        1/1/2016(1)        5,490            5,340
Scranton-Lackawanna PA Health & Welfare Auth. Rev.
  (Mercy Health System)                                                      5.70%        1/1/2023(1)        9,205            8,763
Seneca Valley PA School Dist. GO                                             5.50%        7/1/2002(3)(Prere) 9,965           10,230
Seneca Valley PA School Dist. GO                                             5.75%        7/1/2002(3)(Prere) 4,000            4,130
South Fork PA Hosp. Auth. Rev. (Conemaugh Valley Hosp.)                     5.625%        7/1/2010(6)        2,300            2,357
South Fork PA Hosp. Auth. Rev. (Conemaugh Valley Hosp.)                      5.75%        7/1/2018(6)        7,000            6,937
Southeastern PA Transp. Auth. Rev.                                          5.375%        3/1/2017(3)        2,500            2,385
Southeastern PA Transp. Auth. Rev.                                          5.375%        3/1/2022(3)       15,825           14,746
Southeastern PA Transp. Auth. Rev.                                           5.45%        3/1/2011(3)        3,730            3,772
Southwestern PA School Dist. GO                                              6.40%       6/15/2002(3)(Prere) 3,825            4,075
St. Mary's Hosp. Auth. Langhorne PA Rev.
  (Franciscan Health System)                                                 7.00%        7/1/2009(5)        1,000            1,022
St. Mary's Hosp. Auth. Langhorne PA Rev.
  (Franciscan Health System)                                                 7.00%        7/1/2013(5)        5,050            5,162

                                       21
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              FACE           MARKET
                                                                                          MATURITY          AMOUNT           VALUE*
PENNSYLVANIA INSURED LONG-TERM TAX-EXEMPT FUND                              COUPON            DATE           (000)            (000)
- ------------------------------------------------------------------------------------------------------------------------------------
St. Mary's Hosp. Auth. Langhorne PA Rev.
  (Franciscan Health System)                                                 7.00%       6/15/2015(5)        1,770            1,809
Univ. of Pittsburgh PA                                                       5.00%        6/1/2021(1)        7,145            6,296
Univ. of Pittsburgh PA                                                      5.125%        6/1/2027(3)        4,700            4,132
Univ. of Pittsburgh PA                                                       5.25%        6/1/2017(3)        6,995            6,568
Univ. of Pittsburgh PA                                                       5.50%        6/1/2010(1)        5,285            5,411
Univ. of Pittsburgh PA                                                       5.50%        6/1/2014(1)       12,620           12,533
Univ. of Pittsburgh PA                                                      6.125%        6/1/2002(1)(Prere)25,025           26,486
Univ. of Pittsburgh PA                                                      6.125%        6/1/2021(1)       13,545           13,653
Univ. of Pittsburgh PA                                                       6.25%        6/1/2002(1)(Prere) 2,760            2,929
Univ. of Pittsburgh PA                                                       6.25%        6/1/2012(1)        1,490            1,556
Upper Darby PA School Dist. GO                                               5.00%        5/1/2019(2)        5,970            5,328
Washington County PA Hosp. Auth. Rev. (Shadyside Hosp.)                     5.875%      12/15/2009(2)       22,000           23,280
Washington County PA Hosp. Auth. Rev. (Washington Hosp.)                     6.75%        7/1/2012(2)       10,000           10,326
West Allegheny PA School Dist. GO                                            6.25%        8/1/2002(2)(Prere) 6,155            6,357
West Jefferson Hills PA School Dist. GO                                      5.90%        8/1/2010(3)        3,160            3,247
West Jefferson Hills PA School Dist. GO                                      5.95%        8/1/2014(3)        7,180            7,241
West Mifflin PA School Dist. GO                                              5.35%       2/15/2009(3)        1,555            1,574
West Mifflin PA School Dist. GO                                             5.625%       2/15/2015(3)        7,000            7,310
Westmoreland County PA Auth. Rev.                                           6.125%        7/1/2017(1)(ETM)   8,205            8,706
York County PA Hosp. Auth. Rev. (York Hosp.)                                 5.25%        7/1/2017(2)        3,500            3,231
York County PA Hosp. Auth. Rev. (York Hosp.)                                 5.25%        7/1/2023(2)        8,675            7,719
York County PA Solid Waste & Refuse Auth. Rev.                               5.50%       12/1/2013(3)        6,750            6,816
York County PA Solid Waste & Refuse Auth. Rev.                               5.50%       12/1/2014(3)        4,050            4,050
York PA City Sewer Auth. Rev.                                                0.00%       12/1/2012(1)        3,235            1,568
Outside Pennsylvania:
Puerto Rico Govt. Dev. Bank VRDO                                             3.60%       12/8/1999(1)       22,410           22,410
                                                                                                                         -----------
                                                                                                                          1,734,979
                                                                                                                         -----------
Noninsured (5.4%)
Allegheny County PA Higher Educ. Auth. VRDO (Univ. of Pittsburgh)            3.75%       12/2/1999 LOC         700              700
Allegheny County PA Higher Educ. Building Auth. VRDO
  (Carnegie Mellon Univ.)                                                    3.70%       12/2/1999           7,800            7,800
Delaware County PA IDA Airport Fac. Rev. VRDO
  (United Parcel Service)                                                    3.60%       12/2/1999           2,000            2,000
Delaware County PA IDA PCR VRDO (PECO)                                       3.65%       12/2/1999 LOC       4,500            4,500
Geisinger Health System Auth. of Pennsylvania VRDO
  (Penn State Geisinger Health System)                                       3.80%       12/2/1999           5,400            5,400
Lower Merion Township PA School Dist. GO                                     5.00%       5/15/2023          10,300            9,083
Montgomery County PA GO                                                      5.00%       7/15/2019           8,800            7,934
Montgomery County PA GO                                                      5.00%       7/15/2024           8,905            7,746
Montgomery County PA GO                                                     5.375%      10/15/2025           7,930            7,302
Montgomery County PA GO                                                      5.40%       9/15/2019           2,360            2,245
Pennsylvania GO                                                              5.40%        7/1/2000           4,000            4,034
Pennsylvania Higher Educ. Fac. Auth. Rev. VRDO
  (Carnegie Mellon Univ.)                                                    3.70%       12/2/1999           7,900            7,900
Pennsylvania Housing Single Family Mortgage Finance Agency Rev.              5.40%       10/1/2024           7,250            7,209
Pennsylvania Housing Single Family Mortgage Finance Agency Rev.              6.90%        4/1/2017           4,265            4,386
Philadelphia PA Hosp. & Higher Educ. Fac. Auth. Rev. VRDO
  (Children's Hosp. Project)                                                 3.75%       12/2/1999          10,050           10,050
St. Mary's Hosp. Auth. Bucks County PA Rev.
  (Catholic Health System)                                                  5.375%       12/1/2011           2,525            2,482
St. Mary's Hosp. Auth. Bucks County PA Rev.
  (Catholic Health System)                                                  5.375%       12/1/2013           2,340            2,250
Outside Pennsylvania:
Puerto Rico Govt. Dev. Bank CP                                               3.55%       12/9/1999           8,800            8,792
                                                                                                                         -----------
                                                                                                                            101,813
                                                                                                                         -----------
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL MUNICIPAL BONDS
  (COST $1,838,910)                                                                                                       1,836,792
- ------------------------------------------------------------------------------------------------------------------------------------

                                       22
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             MARKET
                                                                                                                             VALUE*
                                                                                                                              (000)
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (1.8%)
- ------------------------------------------------------------------------------------------------------------------------------------
Other Assets--Note B                                                                                                         78,896
Liabilities                                                                                                                 (45,815)
                                                                                                                         -----------
                                                                                                                             33,081
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (100%)
- ------------------------------------------------------------------------------------------------------------------------------------
Applicable to 175,641,020 outstanding $.001 par value shares of beneficial interest
   (unlimited authorization)                                                                                             $1,869,873
====================================================================================================================================
NET ASSET VALUE PER SHARE                                                                                                    $10.65
====================================================================================================================================
*See Note A in Notes to Financial Statements.
+Security purchased on a when-issued or delayed delivery basis for which the fund has not taken delivery as of November 30, 1999.
For key to abbreviations and other references, see below.
</TABLE>
- --------------------------------------------------------------------------------
AT NOVEMBER 30, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                                                AMOUNT       PER
                                                                 (000)     SHARE
- --------------------------------------------------------------------------------
Paid in Capital                                           $1,878,007     $10.69
Undistributed Net Investment Income                                --        --
Overdistributed Net Realized Gains--Note E                    (6,016)      (.03)
Unrealized Depreciation--Note F                               (2,118)      (.01)
- --------------------------------------------------------------------------------
NET ASSETS                                                $1,869,873     $10.65
================================================================================

KEY TO ABBREVIATIONS

CP--Commercial Paper.
GO--General Obligation Bond.
IDA--Industrial Development Authority Bond.
PCR--Pollution Control Revenue Bond.
PUT--Put Option Obligation.
RAN--Revenue Anticipation Note.
TOB--Tender Option Bond.
TRAN--Tax Revenue Anticipation Note.
VRDO--Variable Rate Demand Obligation.
(ETM)--Escrowed to Maturity.
(Prere.)--Prerefunded.

Scheduled principal and interest payments are guaranteed by:
(1) MBIA (Municipal Bond Insurance Association).
(2) AMBAC (Ambac Assurance Corporation).
(3) FGIC (Financial Guaranty Insurance Company).
(4) FSA (Financial Security Assurance).
(5) BIGI (Bond Investors Guaranty Insurance).
(6) Connie Lee Inc
The insurance does not guarantee the market value of the municipal bonds.

LOC--Scheduled  principal and interest payments are guaranteed by bank letter of
credit.

                                       23
<PAGE>

STATEMENT OF OPERATIONS
This Statement shows interest  earned by each 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
tax-exempt  income  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 a
fund  invested  in futures  contracts  during the  period,  the results of these
investments are shown separately.
<TABLE>
<CAPTION>
<S>                                                                    <C>               <C>        <C>           <C>
- ------------------------------------------------------------------------------------------------------------------
                                                                                                      PENNSYLVANIA
                                                                      PENNSYLVANIA                         INSURED
                                                                        TAX-EXEMPT                       LONG-TERM
                                                                      MONEY MARKET                      TAX-EXEMPT
                                                                              FUND                            FUND
- ------------------------------------------------------------------------------------------------------------------
                                                                                YEAR ENDED NOVEMBER 30, 1999
- ------------------------------------------------------------------------------------------------------------------
                                                                             (000)                           (000)
- ------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Income
   Interest                                                               $62,230                        $104,778
                                                                      --------------------------------------------
      Total Income                                                         62,230                         104,778
                                                                      --------------------------------------------
Expenses
   The Vanguard Group--Note B
      Investment Advisory Services                                            241                             245
      Management and Administrative                                         3,040                           3,143
      Marketing and Distribution                                              446                             309
   Custodian Fees                                                              19                              18
   Auditing Fees                                                                8                               8
   Shareholders' Reports                                                       18                              23
   Trustees' Fees and Expenses                                                  2                               3
                                                                      --------------------------------------------
      Total Expenses                                                        3,774                           3,749
      Expenses Paid Indirectly--Note C                                        (19)                            (24)
                                                                      --------------------------------------------
      Net Expenses                                                          3,755                           3,725
- ------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                      58,475                         101,053
REALIZED NET GAIN (LOSS)
   Investment Securities Sold                                                  (3)                         (2,575)
   Futures Contracts                                                          --                            3,120
- ------------------------------------------------------------------------------------------------------------------
REALIZED NET GAIN (LOSS)                                                       (3)                            545
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   Investment Securities                                                      --                         (137,148)
   Futures Contracts                                                          --                              419
- ------------------------------------------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                              --                         (136,729)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS           $58,472                       $ (35,131)
==================================================================================================================
</TABLE>

                                       24
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS
This  Statement  shows how each fund's total net assets  changed  during the two
most recent reporting periods.  The Operations  section  summarizes  information
detailed in the Statement of Operations. Because the fund distributes its income
to shareholders  each day, the amounts of  Distributions--Net  Investment Income
generally equal the net income earned as shown under the Operations section. The
amounts of Distributions--Realized  Capital Gain may not match the capital gains
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 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,  and the amounts  redeemed.  The corresponding
numbers of Shares Issued and Redeemed are shown at the end of the Statement.
<TABLE>
<CAPTION>
<S>                                                              <C>                       <C>
- --------------------------------------------------------------------------------------------------------------------------
                                                                 PENNSYLVANIA TAX-EXEMPT    PENNSYLVANIA INSURED LONG-TERM
                                                                    MONEY MARKET FUND             TAX-EXEMPT FUND
                                                             -------------------------------------------------------------
                                                                          YEAR ENDED NOVEMBER 30,
                                                             -------------------------------------------------------------
                                                                   1999            1998            1999             1998
                                                                   (000)           (000)           (000)            (000)
- --------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
Operations
   Net Investment Income                                      $  58,475       $  55,938       $ 101,053        $  96,651
   Realized Net Gain (Loss)                                          (3)             51             545           14,452
   Change in Unrealized Appreciation (Depreciation)                  --              --        (136,729)          23,435
                                                             ------------------------------------------------------------
      Net Increase (Decrease) in Net Assets
         Resulting from Operations                               58,472          55,989         (35,131)         134,538
Distributions
   Net Investment Income                                        (58,475)        (55,938)       (101,053)         (96,651)
   Realized Capital Gain                                             --              --         (15,574)              --
                                                             ------------------------------------------------------------
      Total Distributions                                       (58,475)        (55,938)       (116,627)         (96,651)
Capital Share Transactions1
   Issued                                                     2,103,064       2,017,947         405,695          379,935
   Issued in Lieu of Cash Distributions                          53,903          51,617          82,424           66,823
   Redeemed                                                  (2,062,137)     (1,798,948)       (410,261)        (287,190)
                                                             ------------------------------------------------------------
      Net Increase from Capital Share Transactions               94,830         270,616          77,858          159,568
- -------------------------------------------------------------------------------------------------------------------------
   Total Increase (Decrease)                                     94,827         270,667         (73,900)         197,455
- -------------------------------------------------------------------------------------------------------------------------
Net Assets
   Beginning of Year                                          1,868,625       1,597,958       1,943,773        1,746,318
                                                             ------------------------------------------------------------
   End of Year                                               $1,963,452      $1,868,625      $1,869,873       $1,943,773
=========================================================================================================================

1Shares Issued (Redeemed)
   Issued                                                     2,103,064       2,017,947          36,340           33,258
   Issued in Lieu of Cash Distributions                          53,903          51,617           7,416            5,846
   Redeemed                                                  (2,062,137)     (1,798,948)        (36,992)         (25,162)
                                                             ------------------------------------------------------------
         Net Increase in Shares Outstanding                      94,830         270,616           6,764           13,942
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       25
<PAGE>
FINANCIAL HIGHLIGHTS
This table  summarizes  each  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.  Money  market  funds are not  required to report a Portfolio
Turnover Rate.
<TABLE>
<CAPTION>
<S>                                                                <C>      <C>       <C>     <C>       <C>
- --------------------------------------------------------------------------------------------------------------
                                                                     PENNSYLVANIA TAX-EXEMPT MONEY MARKET FUND
                                                                                YEAR ENDED NOVEMBER 30,
                                                             -------------------------------------------------
For a Share Outstanding Throughout Each Year                       1999     1998      1997     1996      1995
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Year                                $1.00    $1.00     $1.00    $1.00     $1.00
- --------------------------------------------------------------------------------------------------------------
Investment Operations
   Net Investment Income                                           .030     .033      .034     .033      .036
   Net Realized and Unrealized Gain (Loss) on Investments            --       --        --       --        --
                                                             -------------------------------------------------
      Total from Investment Operations                             .030     .033      .034     .033      .036
                                                             -------------------------------------------------
Distributions
   Dividends from Net Investment Income                          (.030)   (.033)    (.034)   (.033)    (.036)
   Distributions from Realized Capital Gains                         --       --        --       --        --
                                                             -------------------------------------------------
      Total Distributions                                        (.030)   (.033)    (.034)   (.033)    (.036)
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year                                      $1.00    $1.00     $1.00    $1.00     $1.00
==============================================================================================================
Total Return                                                      3.06%    3.33%     3.49%    3.36%     3.69%
==============================================================================================================

Ratios/Supplemental Data
   Net Assets, End of Year (Millions)                            $1,963   $1,869    $1,598   $1,371    $1,200
   Ratio of Total Expenses to Average Net Assets                  0.19%    0.20%     0.20%    0.19%     0.20%
     Ratio of Net Investment Income to Average Net Assets         3.01%    3.27%     3.42%    3.30%     3.62%
==============================================================================================================

                                       26
<PAGE>

- --------------------------------------------------------------------------------------------------------------
                                                               PENNSYLVANIA INSURED LONG-TERM TAX-EXEMPT FUND
                                                                             YEAR ENDED NOVEMBER 30,
                                                              ------------------------------------------------
For a Share Outstanding Throughout Each Year                       1999     1998      1997     1996      1995
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Year                               $11.51   $11.27    $11.26   $11.28    $10.07
- --------------------------------------------------------------------------------------------------------------
Investment Operations
   Net Investment Income                                           .578     .597      .598     .606      .612
   Net Realized and Unrealized Gain (Loss) on Investments        (.768)     .240      .074     .017     1.210
                                                              ------------------------------------------------
      Total from Investment Operations                           (.190)     .837      .672     .623     1.822
                                                              ------------------------------------------------
Distributions
   Dividends from Net Investment Income                          (.578)   (.597)    (.598)   (.606)    (.612)
   Distributions from Realized Capital Gains                     (.092)       --    (.064)   (.037)        --
                                                              ------------------------------------------------
      Total Distributions                                        (.670)   (.597)    (.662)   (.643)    (.612)
- --------------------------------------------------------------------------------------------------------------
Net Asset Value, End of Year                                     $10.65   $11.51    $11.27   $11.26    $11.28
==============================================================================================================
Total Return                                                     -1.74%    7.60%     6.21%    5.77%    18.48%
==============================================================================================================

Ratios/Supplemental Data
   Net Assets, End of Year (Millions)                            $1,870   $1,944    $1,746   $1,651    $1,569
   Ratio of Total Expenses to Average Net Assets                  0.19%    0.20%     0.18%    0.19%     0.20%
   Ratio of Net Investment Income to Average Net Assets           5.20%    5.23%     5.37%    5.47%     5.63%
     Portfolio Turnover Rate                                        13%      19%        9%      13%       12%
==============================================================================================================
</TABLE>

                                       27
<PAGE>

NOTES TO FINANCIAL STATEMENTS
Vanguard  Pennsylvania  Tax-Exempt  Funds comprise the  Pennsylvania  Tax-Exempt
Money Market and Pennsylvania  Insured Long-Term Tax-Exempt Funds, each of which
is registered under the Investment Company Act of 1940 as an open-end investment
company,  or mutual  fund.  Each fund invests in debt  instruments  of municipal
issuers whose ability to meet their  obligations may be affected by economic and
political developments in the Commonwealth of Pennsylvania.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles  for mutual  funds.  The funds  consistently  follow such
policies in preparing their financial statements.
     1. SECURITY VALUATION:  Tax-Exempt Money Market Fund: Investment securities
are valued at amortized cost, which approximates market value. Insured Long-Term
Tax-Exempt Fund:  Bonds,  and temporary cash  investments  acquired more than 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:  Each fund  intends to continue to qualify as a
regulated investment company and distribute all of its income.  Accordingly,  no
provision for federal income taxes is required in the financial statements.
     3.  FUTURES  CONTRACTS:  The  Insured  Long-Term  Tax-Exempt  Fund  may use
Municipal  Bond Index,  U.S.  Treasury  Bond,  and U.S.  Treasury  Note  futures
contracts,  with the  objectives of enhancing  returns,  managing  interest rate
risk,   maintaining   liquidity,   diversifying   credit  risk,  and  minimizing
transaction  costs. The fund may purchase or sell futures  contracts  instead of
bonds to take advantage of pricing  differentials  between the futures contracts
and the  underlying  bonds.  The fund may also seek to take  advantage  of price
differences  among bond  market  sectors by  simultaneously  buying  futures (or
bonds) of one market  sector and selling  futures (or bonds) of another  sector.
Futures  contracts may also be used to simulate a fully invested position in the
underlying  bonds while  maintaining a cash balance for  liquidity.  The primary
risks  associated  with the use of futures  contracts are imperfect  correlation
between  changes  in market  values of bonds  held by the fund and the prices of
futures contracts, and the possibility of an illiquid market.
     Futures  contracts  are valued  based upon 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).
     4.  DISTRIBUTIONS:  Distributions  from net investment  income are declared
daily  and  paid  on the  first  business  day of the  following  month.  Annual
distributions  from  realized  capital  gains,  if  any,  are  recorded  on  the
ex-dividend date.
     5. OTHER:  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. Premiums and
original issue discounts are amortized and accreted,  respectively,  to interest
income over the lives of the respective securities.

B.  The  Vanguard  Group  furnishes  at  cost  investment  advisory,   corporate
management,  administrative,  marketing, and distribution services. The costs of
such services are allocated to each fund under methods  approved by the Board of
Trustees.  Each fund has  committed  to provide up to

                                       28
<PAGE>

0.40% of its net assets in capital  contributions  to Vanguard.  At November 30,
1999, the funds had contributed  capital to Vanguard  (included in Other Assets)
of:
- --------------------------------------------------------------------------------
                                CAPITAL CONTRIBUTED  PERCENTAGE      PERCENTAGE
                                    TO VANGUARD       OF FUND     OF VANGUARD'S
PENNSYLVANIA TAX-EXEMPT FUND           (000)        NET ASSETS    CAPITALIZATION
- --------------------------------------------------------------------------------
Money Market                          $407             0.02%            0.4%
Insured Long-Term                      392             0.02             0.4
- --------------------------------------------------------------------------------

The funds' Trustees and officers are also Directors and officers of Vanguard.

C. The funds'  investment  adviser  may direct new issue  purchases,  subject to
obtaining  the best price and  execution,  to  underwriters  who have  agreed to
rebate or credit to the funds  part of the  underwriting  fees  generated.  Such
rebates  or  credits  are used  solely  to  reduce  the  funds'  management  and
administrative expenses. The funds' custodian bank has also agreed to reduce its
fees when the  funds  maintain  cash on  deposit  in their  non-interest-bearing
custody  accounts.  For the year ended  November  30, 1999,  these  arrangements
reduced expenses by:

- --------------------------------------------------------------------------------
                                           EXPENSE REDUCTION
                                                 (000)
- --------------------------------------------------------------------------------
                                     Management and     Custodian
Pennsylvania Tax-Exempt Fund         Administrative       Fees
- --------------------------------------------------------------------------------
Money Market                               --             $19
Insured Long-Term                          $6              18
- --------------------------------------------------------------------------------

D. During the year ended  November 30, 1999,  the Insured  Long-Term  Tax-Exempt
Fund purchased  $263,103,000 of investment  securities and sold  $240,494,000 of
investment securities, other than temporary cash investments.

E. Capital gain  distributions are determined on a tax basis and may differ from
realized  capital gains for financial  reporting  purposes due to differences in
the timing of realization of gains.  The Insured  Long-Term  Tax-Exempt Fund had
realized  losses  totaling  $3,592,000  through  November  30,  1999,  which are
deferred for tax purposes and increase the amount of net unrealized depreciation
on  investment  securities  for tax purposes (see Note F). At November 30, 1999,
the fund had available capital losses of $2,424,000 to offset future net capital
gains through November 30, 2007.

F. At November  30,  1999,  net  unrealized  depreciation  of Insured  Long-Term
Tax-Exempt  Fund  investment  securities  for federal  income tax  purposes  was
$5,710,000, consisting of unrealized gains of $46,646,000 on securities that had
risen in value since their  purchase and  $52,356,000  in  unrealized  losses on
securities that had fallen in value since their purchase. (See Note E.)

                                       29
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Vanguard Pennsylvania Tax-Exempt Funds

In our  opinion,  the  accompanying  statements  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  Pennsylvania  Tax-Exempt  Money Market Fund and Vanguard  Pennsylvania
Insured Long-Term Tax-Exempt Fund (constituting Vanguard Pennsylvania Tax-Exempt
Funds,  hereafter  referred to as the "Funds") at November 30, 1999, the results
of each of their  operations  for the year then  ended,  the  changes in each of
their net  assets  for each of the two years in the  period  then  ended and the
financial  highlights  for each of the five years in the period then  ended,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Funds' management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these financial  statements in accordance with generally
accepted auditing  standards which require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits,  which  included  confirmation  of  securities  at November  30, 1999 by
correspondence  with the custodian,  provide a reasonable  basis for the opinion
expressed above.

PricewaterhouseCoopers LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103

January 10, 2000
                                      30
<PAGE>
- --------------------------------------------------------------------------------
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD PENNSYLVANIA TAX-EXEMPT FUNDS
This  information  for the fiscal  year ended  November  30,  1999,  is included
pursuant to provisions of the Internal Revenue Code.
     The Pennsylvania Insured Long-Term Tax-Exempt Fund distributed  $14,274,000
as capital gain dividends (from net long-term  capital gains) to shareholders in
December 1998, all of which is designated as a 20% rate gain distribution.
     Each  fund  designates  100% of its  income  dividends  as  exempt-interest
dividends.
- --------------------------------------------------------------------------------

                                       31
<PAGE>

THE VANGUARD FAMILY OF FUNDS

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

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

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

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

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

*Offers Institutional Shares.

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

                                       32
<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.
   The majority of Vanguard's 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.

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

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

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

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

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

OTHER FUND OFFICERS

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

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

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

ABOUT OUR COVER

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

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

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

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


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

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 funds'
shareholders.  It may not be distributed
to  prospective  investors  unless it
is preceded or  accompanied by the
current fund prospectus.

Q770-01/25/2000
(C) 2000 The Vanguard Group, Inc.
All rights reserved.
Vanguard Marketing
Corporation, Distributor.


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