VANGUARD EQUITY INCOME FUND INC
N-30D, 2000-11-20
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VANGUARD(R)EQUITY INCOME FUND

ANNUAL REPORT

[PHOTO OF SHIP]

September 30, 2000

[A MEMBER OF THE VANGUARD GROUP(R)LOGO]
<PAGE>



OUR REPORTS TO
THE OWNERS

At Vanguard,  we regard our investors not as mere customers but as owners of the
enterprise.  For that's exactly what a mutual fund shareholder is--part owner of
an investment company.

     In our reports to you on how the company is doing,  we have tried to convey
information  without  hyperbole  and in the context of broad  market  trends and
relevant benchmarks.

     We've  introduced  several  changes to this year's annual report to make it
even more useful. Among the changes:

     **Larger  type  and redesigned graphics to make the reports easier to read.

     **An  at-a-glance  summary of key points  about  fund  performance  and the
financial markets.

     **A  table--included  for  many  funds--in  which  the  investment  adviser
highlights significant changes in holdings.

     **Comparisons of fund performance and characteristics  against both a broad
market index and a "best fit" benchmark.

     We hope  you'll  find  that  these  changes  make  the  reports  even  more
accessible and informative.

SUMMARY

** Vanguard  Equity Income Fund earned 6.3% during the 12 months ended September
   30, 2000,  marking  the  sixth consecutive  fiscal  year  in  which  the fund
   recorded a positive return.

** Value  stocks--including  the  relatively  high-yielding  issues  that Equity
   Income favors--rebounded during  the  second  half  of the  fiscal year,  but
   generally trailed growth stocks for the full 12 months.

** The fund's   largest   industry   concentrations--utilities   and   financial
   services--posted  disparate results: Utility stocks were up marginally, while
   financial stocks soared.

CONTENTS

 1 Letter from the Chairman

 6 Report from the Advisers

 9 Fund Profile

10 Glossary of Investment Terms

11 Performance Summary

12 Report on After-Tax Returns

13 Financial Statements

22 Report of Independent Accountants

<PAGE>

LETTER
   from the Chairman


Fellow Shareholders,

VANGUARD EQUITY INCOME FUND returned 6.3% during the fiscal year ended September
30. Although a strong 7.4% return in the July-September quarter narrowed the gap
between our return and that of the average  equity  income fund,  our  full-year
performance was not quite up to snuff.



2000 TOTAL RETURNS                       FISCAL YEAR ENDED
                                              SEPTEMBER 30
----------------------------------------------------------
Vanguard Equity Income Fund                           6.3%
Average Equity Income Fund*                           8.2
Russell 1000 Value Index                              8.9
Wilshire 5000 Index                                  17.7
S&P 500 Index                                        13.3
----------------------------------------------------------
*Derived from data provided by Lipper Inc.

     The  adjacent  table  pre-sents  the  12-month  return  of the fund and its
average peer. We also list the returns of three unmanaged  market  indexes:  the
Russell 1000 Value Index,  which we consider  the "best fit"  benchmark  for the
Equity Income Fund; the Wilshire 5000 Total Market Index, a proxy for the entire
U.S. stock market;  and the Standard & Poor's 500 Index, a well-known  benchmark
for large-capitalization stocks.

     The fund's total return (capital change plus reinvested dividends) is based
on a decrease in net asset value from $24.14 per share on September 30, 1999, to
$24.06 per share on September 30, 2000,  and is adjusted for dividends  totaling
$0.64 per share paid from net investment  income and a distribution of $0.87 per
share paid from net realized capital gains.

     If you own Vanguard Equity Income Fund in a taxable  account,  you may wish
to review our report of the fund's after-tax returns on page 12.

MARKET BAROMETER                                  AVERAGE ANNUAL TOTAL RETURNS
                                              PERIODS ENDED SEPTEMBER 30, 2000
------------------------------------------------------------------------------
                                                  ONE        THREE        FIVE
                                                 YEAR        YEARS       YEARS
------------------------------------------------------------------------------
STOCKS

S&P 500 Index (Large caps)                      13.3%        16.4%       21.7%
Russell 2000 Index (Small caps)                 23.4          6.0        12.4
Wilshire 5000 Index (Entire market)             17.7         15.6        20.5
MSCI EAFE Index (International)                  3.4          7.7         8.9
------------------------------------------------------------------------------
BONDS

Lehman Aggregate Bond Index (Entire market)      7.0%         5.9%        6.5%
Lehman 10 Year Municipal Bond Index              6.4          4.8         5.8
Salomon Smith Barney 3-Month
 U.S. Treasury Bill Index                        5.6          5.2         5.2
==============================================================================
CPI

Consumer Price Index                             3.5%         2.5%        2.5%
------------------------------------------------------------------------------

FINANCIAL MARKETS IN REVIEW

On balance,the  U.S. stock and bond mar-kets  turned in solid results during the
12 months ended September 30, as indicated in

                                       1
<PAGE>


the  table at the  bottom  of page 1.  For  stocks,  however,  the  fiscal  year
consisted of two very different halves.

--------------------------------------------------------------------------------
Market leadership switched from growth to value stocks late in the fiscal year.
--------------------------------------------------------------------------------

     During the first six months, growth  stocks--especially from the technology
and telecommunication equipment sectors--skyrocketed,  making the solid gains of
value stocks look puny by comparison.  The Russell 1000 Growth Index, comprising
the growth stocks among the 1,000 largest U.S. stocks, returned 34.1%, while the
Russell 1000 Value Index gained 5.9%.

     Then the climate  changed.  Investors grew anxious about signs of a slowing
economy, and prices of many tech-related stocks declined sharply.  From March 31
through  September 30, value stocks  outpaced  growth  issues:  The Russell 1000
Value  Index  returned  2.8%,  while its  growth  counterpart  recorded  a -7.9%
decline.

     When the dust settled after the market's bumpy ride, the overall market, as
measured by the Wilshire 5000 Index, had a 12-month return of 17.7%--well  above
the long-run  average return of 11% to 12% annually for stocks.  The performance
consisted of a first-half gain of 23.2% followed by a second-half loss of -4.4%.
In another  switch,  small- and mid-cap stocks easily  outpaced their  large-cap
counterparts  during the fiscal year. The small-cap  Russell 2000 Index returned
23.4% for the 12  months,  10.1  percentage  points  ahead of the  return of the
large-cap  S&P 500 Index,  which  accounts  for about 75% of the market value of
U.S. stocks.

     Volatility  and wide  variations  in returns were the story  within  market
sectors,  too.  Within the S&P 500 Index,  the leading group was oil exploration
and service companies in the "other energy" category,  which returned about 57%.
Big  gains for  makers  of  telecommunications,  semiconductor,  and  electronic
equipment  propelled  the producer  durables  sector to an average gain of about
34%.  Financial  services stocks within the S&P 500 also gained about 34%, while
the health care and technology  sectors posted 12-month  returns of 25% and 21%,
respectively.

     The poorest  result,  by far, was the average return of about -20% from the
materials & processing  group (mainly  chemical,  paper,  steel,  aluminum,  and
mining  companies).  This  sector  was hurt by higher  costs for  energy,  tough
foreign competition,  fears of overcapacity, and expectations of slowing demand.
The  utilities  sector  posted a return of -10%,  due  largely to  declines  for
telephone  companies,  which have huge  capital-spending  needs and face  fierce
price competition in formerly protected lines of business.

     The overall stock market's climb came despite  higher  short-term  interest
rates.  Yields on 3-month U.S. Treasury bills rose 1.36 percentage points during
the 12 months, in line with the Federal Reserve Board's  1.25-point  increase in
the federal funds rate. The Fed boosted  short-term  rates in an attempt to cool
the economy to stave off inflation.

                                       2
<PAGE>

     For longer-term  securities,  results varied widely.  A burgeoning  federal
budget surplus  reduced the supply of U.S.  Treasury  securities,  and yields of
U.S.  Treasury  bonds  were down  slightly  for the  fiscal  year:  The  30-year
Treasury's yield fell from 6.05% to 5.89%. However,  corporate bond issuance was
brisk,  putting  downward  pressure  on prices and  causing  yields to  rise.The
overall  investment-grade  bond market,  which includes  Treasuries,  government
agency bonds,  and corporate  issues,  returned  7.0%, as measured by the Lehman
Aggregate Bond Index.

     For  lower-quality  bonds,  yields rose and prices fell  significantly,  as
investors  grew wary of the  ability of heavily  indebted  companies  to service
their debt in a slowing  economy.  The Lehman  High Yield Bond Index  returned a
scant 1.0% during the fiscal  year,  as price  declines  of about  -8.0%  offset
nearly all of the 9.0% income return for junk bonds.

FISCAL 2000 PERFORMANCE OVERVIEW

Vanguard  Equity Income Fund's 6.3% return in the fiscal year ended September 30
was modestly  behind the return for our  peer-group and index  benchmarks.  That
said, our  performance  was much farther behind broad market  averages that were
driven by the first-half  surge in technology and  telecommunications  equipment
stocks.

     Nonetheless,  your fund's solid  performance late in the fiscal  year--when
many tech stocks  were  crashing--highlighted  the  defensive  qualities  that a
portfolio of  high-yielding  stocks can possess.  We thank our  shareholders for
their  patience  during a period when value stocks with  above-average  dividend
yields  were out of favor.  Indeed,  at times it  seemed  that the  markets  had
written off dividend income as  inconsequential.  But the compounding  effect of
dividend income remains a powerful force in shaping long-term total returns from
stocks.  Further,  we believe that a well-diversified  portfolio has exposure to
both growth stocks and value  stocks,  such as those held by Equity Income Fund.
Growth stocks have led the market during most of the past several years, but, if
history  repeats  itself,  we expect  value  stocks  to also  enjoy  periods  of
dominance, as they have in the past.


TOTAL ASSETS MANAGED                    SEPTEMBER 30, 2000

                                      $ MILLION    PERCENT
----------------------------------------------------------
Newell Associates                        $1,245        51%
John A. Levin & Company, Inc.               575        24
Wellington Management Company, LLP          490        20
Cash Investments*                           110         5
----------------------------------------------------------
Total                                    $2,420       100%
----------------------------------------------------------
*This cash is invested by The Vanguard Group in equity
 index futures to simulate investment in stocks;
 each adviser also maintains a modest cash position.

     Our shortfall  versus broad market  averages in fiscal 2000 was largely due
to differences in sector  holdings,  which in turn were influenced by the fund's
focus on

                                       3
<PAGE>

higher-yielding  stocks.  For example,  Equity Income Fund's average  technology
stake was less than 2% of assets  because  most  tech  stocks  pay  little or no
dividends.  By contrast, the tech sector accounted for nearly 27% of the S&P 500
Index and nearly 11% of the  average  equity  income  fund's  assets.  Given the
sector's 21% return, any underweighting in this area hurt.

     Compared with the S&P 500 Index,  our results were hurt by our larger stake
in utilities and materials & processing stocks, both of which were laggards.  In
the utility group,  we offset this  disadvantage  with good stock selection (our
utility stocks generated a 3% return, versus -10% for those in the S&P 500). But
our materials stocks fared even worse than the sector's -20% average return.

     Financial services, one of the fiscal year's strongest performers,  was the
fund's second-largest  industry weighting,  averaging 19% of equity assets. This
helped in relation to the S&P 500 Index,  where financial  stocks had an average
weighting of about 14%, but was a modest disadvantage in relation to the Russell
1000 Value Index, which had a 31% weighting in financial stocks.

     As you know, the fund employs three investment advisers, each of which uses
its own methods for selecting securities.  The table on page 3 shows the current
allocation of assets among the advisers.

LONG-TERM PERFORMANCE OVERVIEW

A mutual  fund's  performance  is best measured over the long haul. To that end,
the table below  presents the average  annual returns for your fund, the average
equity income fund, and three market benchmarks. It also presents the results of
hypothetical  $10,000  investments  made ten years ago in the fund,  its average
peer, and the indexes.

     The Equity Income Fund's advantage over the average competitor  amounted to
more than  $3,100  over the  decade.  Our  record  versus  the  unmanaged  index
benchmarks is not as good.  The Russell 1000 Value Index is a fair yardstick for
us, although not a precise fit, since some of its constituent  stocks do not pay
dividends and are thus  off-limits  to your fund.  The Wilshire 5000 and S&P 500
indexes,  of course,  contain value and growth  stocks--an  advantage during the
past decade, when growth stocks were the best performers.



TOTAL RETURNS                                        TEN YEARS ENDED
                                                  SEPTEMBER 30, 2000

                                    AVERAGE           FINAL VALUE OF
                                     ANNUAL                A $10,000
                                     RETURN       INITIAL INVESTMENT
--------------------------------------------------------------------
Vanguard Equity Income Fund           15.7%                  $42,910
Average Equity Income Fund            14.8                    39,756
Russell 1000 Value Index              17.9                    51,796
Wilshire 5000 Index                   19.3                    58,303
S&P 500 Index                         19.4                    59,081
--------------------------------------------------------------------

     One factor--operating costs--largely explains both our margin over our peer
fund group and part of our shortfall versus our index benchmark. Vanguard Equity
Income Fund's expense ratio is

                                       4
<PAGE>

0.43%,  or $4.30 per $1,000 of  assets,  versus the 1.38%  ($13.80  per  $1,000)
charged by the average  equity  income fund.  Our expense  advantage  was almost
precisely equal to our average margin over the peer group. Indexes, on the other
hand,  exist  only on paper and  don't  incur  operating  or  transaction  costs
(brokerage commissions,  bid-asked spreads, and so on). Real-world funds do face
these costs, which explain roughly one-third of our shortfall versus the Russell
1000 Value Index.

     Our goal is to provide  long-term  returns that beat those of both our peer
funds and our index benchmark. We hope to improve our relative returns in future
years,  but  believe  that it's  unlikely  that we or the market  will match the
absolute returns seen during the past ten years. The stock market's  performance
during the  1990-2000  decade was one of its best ever;  returns  were far above
long-term averages of 11% to 12% annually.  We caution against extrapolating the
returns of the past decade in your plans. If you make modest assumptions and the
market exceeds them, then you'll just get to your objectives sooner.  That's not
a bad outcome.

IN SUMMARY

The  financial  markets amply  demonstrated  the  importance of  diversification
during the past 12 months.  Just when it seemed  that a single hot sector of the
stock  market was the only place to be,  technology-related  stocks  swooned and
value stocks came to the fore.  Bonds--the  asset class many investors forgot in
the excitement of the 1990s bull market in stocks--posted solid results.

     The one  safe  prediction  for the  next 12  months  is that  markets  will
continue to be quite unpredictable. But uncertainty and volatility--risk, to use
a four-letter  word--are  inescapable for investors.  We believe that a balanced
investment program--a mix of short-term investments,  bonds, and both growth and
value stocks--can help you manage risk. After considering your objectives,  time
horizon,  financial  situation,  and  tolerance for market  fluctuations,  set a
course and stay on it.

Sincerely,


/S/ JOHN J. BRENNAN
[PHOTO OF JOHN J. BRENNAN]
JOHN J. BRENNAN
Chairman and Chief Executive Officer

October 17, 2000


                                       5
<PAGE>

REPORT
  from the Advisers

VANGUARD EQUITY INCOME FUND'S 6.3% return during the fiscal year ended September
30, 2000,  trailed the returns of the average equity income fund and the Russell
1000 Value Index by 1.9 and 2.6 percentage points, respectively.

--------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY

The advisers  believe that a fund made up of undervalued  stocks,  most of which
offer high  dividend  yields  compared  to their past  levels and to the overall
market,  can provide a high level of current  income,  the potential for capital
appreciation, and below-average price volatility for a stock mutual fund.
--------------------------------------------------------------------------------

     The fund's  performance  improved markedly in the second half of the fiscal
year, as traditional value stocks and sectors (capital goods, energy,  financial
services,  and electric  utilities)  found favor with investors.  Earlier in the
year,  as in 1999,  technology  stocks had soared  and  nearly  everything  else
languished,   including   dividend-paying  stocks  suitable  for  equity  income
portfolios.

THE INVESTMENT ENVIRONMENT

Given the high  expectations  inherent in the prices of many stocks,  the recent
slowing  of growth in  corporate  profits  has made the  investment  environment
somewhat  precarious.  The U.S.  economy is slowing  because of a combination of
higher interest rates,  higher fuel prices, and a deceleration in growth for the
technology  sector.  As the  economy  slows,  corporations  have a  harder  time
increasing revenue.  Yet higher energy prices and labor costs are putting upward
pressure on companies' expenses.  How these forces will play out is unclear, but
the  momentum-driven  investment  environment  that we saw over the past several
years is being severely challenged.

THE FUND'S SUCCESSES

The fund's  significant  weighting  in health care  stocks  (about 12% of assets
during the year,  versus about 5% for the Russell 1000 Value Index and about 10%
for the S&P 500 Index)  was a plus,  as this was one of the  market's  strongest
sectors. HCA-Healthcare, Pharmacia, and Baxter were stellar performers.

     Within the utility  sector--the  fund's largest  industry  weighting during
fiscal  2000--we  outperformed  our  benchmarks  in part because we had a larger
stake  in  electric  and  gas  utilities,  which  fared  better  than  telephone
utilities. The fund's emphasis on financial stocks also helped, since this group
generally  performed  well.  Strong  performers  for your fund included  Marsh &
McLennan, Mellon, and J.P. Morgan.

                                       6
<PAGE>


THE FUND'S SHORTFALLS

A key reason  that  Vanguard  Equity  Income  Fund's  return fell short of index
benchmarks and, to a lesser extent,  other equity income funds was our extremely
light exposure to the  technology  sector and to  tech-related  companies in the
producer durables group. Our paucity of tech holdings hurt because, although the
sector  tumbled late in the fiscal year,  it did not  surrender  all of the huge
gains won early in the year. We have seen consistently in recent years that when
stocks suitable for equity income funds  (good-quality  firms paying  relatively
high  dividend  yields)  have  performed  well,  tech  stocks  have  been  weak.
Conversely,  our kind of stocks  have  lagged  badly when tech  stocks have been
strong.

     The fund also  suffered  from a  relatively  large stake in basic  material
stocks,  which got hammered by higher  energy  prices and by concern that demand
for these companies'  products would fall as the economy slowed.  Sharp declines
in telecom stocks also hurt, particularly in the second half of the year.

     A list of significant changes in our holdings, with comments, is on page 8.

THE FUND'S POSITION

Overshadowed by the tech sector's popularity,  many industry groups have already
had  significant  price  declines and are at much more rational  valuations.  An
example is the  materials  &  processing  group,  where  prices may have  fallen
further than is justified by the  deceleration  in global  economic  growth.  In
comparison  with the broad  market,  we remain  overweighted  in the materials &
processing,  financial services,  and energy sectors. These groups are likely to
benefit if technology companies are unable to maintain their rapid growth rates.

     Technology  stocks  make up less than 2% of the fund,  versus more than 25%
for the S&P 500 Index and about 5% for the Russell 1000 Value  Index.  We remain
underweighted  in tech  stocks.  Despite  the  correction  in tech stocks in the
second half of the fiscal year, even those that pay some dividends are at prices
that are too high for a conservative equity income fund.

     In seeking to balance risk and the opportunity  for return,  we continue to
believe in broad  diversification  and  continue  to seek solid  income from our
holdings.  The average  dividend yield of our holdings is 2.5%,  more than twice
the 1.1% yield of the S&P 500 Index.

Newell Associates
John A. Levin & Company, Inc.
Wellington Management Company, LLP

October 13, 2000

                                       7
<PAGE>


PORTFOLIO CHANGES                     FISCAL YEAR ENDED SEPTEMBER 30, 2000

ADDITIONS                         COMMENTS
--------------------------------------------------------------------------
Hewlett-Packard*                  One  of  the  best  growth  profiles
                                  among  established  tech companies.
--------------------------------------------------------------------------
Sara Lee                          An inexpensive food stock whose
                                  restructuring should lead to relatively
                                  predictable earnings growth.
--------------------------------------------------------------------------
U.S. Bancorp                      A high-quality super-regional bank
                                  selling at an attractive price.
--------------------------------------------------------------------------
Kimberly-Clark                    Solid earnings outlook and good
                                  management execution.
--------------------------------------------------------------------------


REDUCTIONS
--------------------------------------------------------------------------
BP Amoco                          Achieved target price.
--------------------------------------------------------------------------
Exxon Mobil                       Reduced holding as price appreciated.
--------------------------------------------------------------------------
Pharmacia                         Reduced stake as price approached target.
--------------------------------------------------------------------------
Seagate Technology**              Sold after strong price rise made
                                  it fully valued.
--------------------------------------------------------------------------
 *New holding in portfolio.
**Eliminated from portfolio.


                                                                      See page13
                                                                  for a complete
                                                                  listing of the
                                                                fund's holdings.


                                       8
<PAGE>

FUND PROFILE                                            As of September 30, 2000
     for Equity Income Fund

This Profile provides a snapshot of the fund's  characteristics,  compared where
appropriate  to both an  unmanaged  index that we  consider a "best fit" for the
fund and a broad market index. Key terms are defined on page 10.

--------------------------------------------------------------------------
PORTFOLIO CHARACTERISTICS
                                                                  WILSHIRE
                            EQUITY INCOME        BEST FIT*            5000
--------------------------------------------------------------------------
Number of Stocks                      169              742           6,793
Median Market Cap                  $31.6B           $39.9B          $46.8B
Price/Earnings Ratio                19.4x            20.0x           31.5x
Price/Book Ratio                     3.1x             3.2x            4.7x
Yield                                2.5%             1.8%            1.1%
Return on Equity                    20.5%            20.4%           22.4%
Earnings Growth Rate                 6.7%            11.0%           17.2%
Foreign Holdings                     5.6%             0.0%            0.0%
Turnover Rate                         36%               --              --
Expense Ratio                       0.43%               --              --
Cash Investments                     1.1%               --              --
--------------------------------------------------------------------------


--------------------------------------------
TEN LARGEST HOLDINGS
  (% of total net assets)

Exxon Mobil Corp.                    3.7%
  (oil)
Verizon Communications               3.6
  (telecommunications)
BP Amoco PLC ADR                     2.2
  (oil)
SBC Communications Inc.              2.0
  (telecommunications)
Bristol-Myers Squibb Co.             1.9
  (pharmaceuticals)
General Electric Co.                 1.8
  (conglomerate)
American Home Products Corp.         1.7
  (pharmaceuticals)
Pharmacia Corp.                      1.6
  (pharmaceuticals)
Marsh & McLennan Cos., Inc.          1.4
  (financial services)
AT&T Corp.                           1.4
  (telecommunications)
--------------------------------------------
  Top Ten                           21.3%
--------------------------------------------


--------------------------------------------------------------------------
VOLATILITY MEASURES
                                                                  WILSHIRE
                            EQUITY INCOME        BEST FIT*            5000
--------------------------------------------------------------------------
R-Squared                            0.38             0.55            1.00
Beta                                 0.54             0.74            1.00
--------------------------------------------------------------------------


--------------------------------------------------------------------------
SECTOR DIVERSIFICATION
(% OF COMMON STOCKS)
                                                                  WILSHIRE
                            EQUITY INCOME        BEST FIT*            5000
--------------------------------------------------------------------------
Auto & Transportation                2.5%             3.0%            1.6%
Consumer Discretionary               5.7              9.2            12.6
Consumer Staples                     8.4              7.4             4.8
Financial Services                  22.6             32.0            16.7
Health Care                         12.4              8.3            11.9
Integrated Oils                     12.5              7.3             3.0
Other Energy                         2.3              2.7             2.8
Materials & Processing               4.8              3.6             2.3
Producer Durables                    3.6              3.4             3.3
Technology                           1.6              4.9            27.7
Utilities                           19.5             15.6             8.2
Other                                4.1              2.6             5.1
--------------------------------------------------------------------------
*Russell 1000 Value Index.


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

--------------------------------------------------------------------------
INVESTMENT FOCUS

[GRID APPEARS HERE]

  MARKET CAP          LARGE
  STYLE               VALUE
--------------------------------------------------------------------------

                                                             [PHOTO OF COMPUTER]
                                                               Visit our website
                                                                www.vanguard.com
                                                           for regularly updated
                                                                fund information

                                       9
<PAGE>

GLOSSARY
  of Investment Terms

BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and downs of the  overall  market  (or  appropriate  market
index).  The market (or index) is assigned a beta of 1.00, so a fund with a beta
of 1.20  would have seen its share  price  rise or fall by 12% when the  overall
market rose or fell by 10%.
--------------------------------------------------------------------------------
CASH  INVESTMENTS.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  securities.  This
figure does not include cash  invested in futures  contracts  to simulate  stock
investment.
--------------------------------------------------------------------------------
EARNINGS  GROWTH RATE.  The average  annual rate of growth in earnings  over the
past five years for the stocks now in a fund.
--------------------------------------------------------------------------------
EXPENSE  RATIO.  The  percentage of a fund's  average net assets used to pay its
annual  administrative  and advisory  expenses.  These expenses  directly reduce
returns to investors.
--------------------------------------------------------------------------------
FOREIGN HOLDINGS. The percentage of a fund's equity assets represented by stocks
or American Depositary Receipts of companies based outside the United States.
--------------------------------------------------------------------------------
MEDIAN  MARKET  CAP.  An  indicator  of the  size of  companies  in which a fund
invests;  the  midpoint  of  market   capitalization   (market  price  x  shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested  in each  stock.  Stocks  representing  half of the fund's  assets have
market capitalizations above the median, and the rest are below it.
--------------------------------------------------------------------------------
PRICE/BOOK  RATIO.  The share price of a stock divided by its net worth, or book
value,  per share.  For a fund,  the weighted  average  price/book  ratio of the
stocks it holds.
--------------------------------------------------------------------------------
PRICE/EARNINGS  RATIO.  The ratio of a stock's  current  price to its  per-share
earnings over the past year. For a fund, the weighted  average P/E of the stocks
it holds. P/E is an indicator of market expectations about corporate  prospects;
the higher the P/E, the greater the expectations for a company's future growth.
--------------------------------------------------------------------------------
R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the overall market (or its benchmark  index). If a fund's total
return  were  precisely  synchronized  with the  overall  market's  return,  its
R-squared  would  be 1.00.  If a  fund's  returns  bore no  relationship  to the
market's returns, its R-squared would be 0.
--------------------------------------------------------------------------------
RETURN ON  EQUITY.  The annual  average  rate of return  generated  by a company
during the past five years for each dollar of  shareholder's  equity (net income
divided by  shareholder's  equity).  For a fund, the weighted  average return on
equity for the companies whose stocks it holds.
--------------------------------------------------------------------------------
TURNOVER  RATE. An indication of trading  activity  during the past year.  Funds
with high turnover rates incur higher  transaction  costs and are more likely to
distribute capital gains (which are taxable to investors).
--------------------------------------------------------------------------------
YIELD.  A snapshot of a fund's  income from interest and  dividends.  The yield,
expressed  as a  percentage  of the fund's net asset  value,  is based on income
earned over the past 30 days and is  annualized,  or  projected  forward for the
coming  year.  The  index  yield  is  based on the  current  annualized  rate of
dividends paid on stocks in the index.
--------------------------------------------------------------------------------

                                       10
<PAGE>


PERFORMANCE SUMMARY
  for Equity Income Fund

All of the data on this page represent past performance, which cannot be used to
predict  future returns that may be achieved by the fund.  Note,  too, that both
share  price and  return  can  fluctuate  widely.  An  investor's  shares,  when
redeemed, could be worth more or less than their original cost.


------------------------------------------------------------------------
TOTAL INVESTMENT RETURNS (%)     SEPTEMBER 30, 1990-SEPTEMBER 30, 2000

[CHART]

                      EQUITY INCOME FUND      RUSSELL 1000 VALUE INDEX
------------------------------------------------------------------------
1991                                26.5                          28.9
1992                                12.3                          12.4
1993                                19.2                          25.4
1994                                -2.2                          -0.7
1995                                24.8                          27.7
1996                                18.2                          17.9
1997                                34.2                          42.3
1998                                 9.5                           3.6
1999                                12.6                          18.7
2000                                 6.3                           8.9
------------------------------------------------------------------------
See  Financial  Highlights  table  on page 19 for  dividend  and capital
gains information for the past five years.
------------------------------------------------------------------------



------------------------------------------------------------------------------
CUMULATIVE PERFORMANCE                   SEPTEMBER 30, 1990-SEPTEMBER 30, 2000

[CHART]

                                  AVERAGE ANNUAL TOTAL RETURNS
                                PERIODS ENDED SEPTEMBER 30, 2000   FINAL VALUE
                               ---------------------------------  OF A $10,000
                                 1 YEAR     5 YEARS    10 YEARS     INVESTMENT
------------------------------------------------------------------------------
Equity Income Fund                  6.28%     15.76%      15.68%       $42,910
Average Equity Income Fund*         8.17      13.76       14.80         39,756
Russell 1000 Value Index            8.91      17.59       17.88         51,796
Wilshire 5000 Index                17.67      20.46       19.28         58,303
S&P 500 Index                      13.28      21.69       19.44         59,081
------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.
------------------------------------------------------------------------------

--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                    PERIODS ENDED SEPTEMBER 30, 2000


                                                                10 YEARS
                            INCEPTION                    -----------------------
                                 DATE   1 YEAR  5 YEARS  CAPITAL  INCOME   TOTAL
--------------------------------------------------------------------------------
Equity Income Fund          3/21/1988    6.28%   15.76%   11.12%   4.56%  15.68%
--------------------------------------------------------------------------------

                                       11
<PAGE>

A REPORT
  on Your Fund's After-Tax Returns

This  table  presents  pre-tax  and  after-tax  returns  for  your  fund  and an
appropriate  peer group of mutual  funds.  The after-tax  returns  represent the
fund's past results only and cannot be used to predict future tax efficiency.

     If you  own the  fund  in a  tax-deferred  account  such  as an  individual
retirement  account or a 401(k),  this  information  does not apply to you. Such
accounts are not subject to current taxes.

     Income  taxes  can  have  a  considerable  impact  on a  fund's  return--an
important  consideration for investors who own mutual funds in taxable accounts.
While the pre-tax return is most often used to tally a fund's  performance,  the
fund's  after-tax  return,  which accounts for taxes on distributions of capital
gains and income  dividends,  is an  important  measure of the return  that many
investors actually received.



PRE-TAX AND AFTER-TAX                           PERIODS ENDED SEPTEMBER 30, 2000
AVERAGE ANNUAL TOTAL RETURNS

                              ONE YEAR        FIVE YEARS          TEN YEARS
                        --------------------------------------------------------
                        PRE-TAX AFTER-TAX  PRE-TAX AFTER-TAX  PRE-TAX AFTER-TAX
--------------------------------------------------------------------------------
Vanguard Equity Income
  Fund                      6.3%      4.1%    15.8%     13.5%    15.7%     13.3%
Average Large Value
  Fund*                     9.6       7.5     14.6      11.8     15.6      12.9
--------------------------------------------------------------------------------
*Based on data from  Morningstar,  Inc.  Elsewhere in this  report,  returns for
comparable funds are derived from data provided by Lipper Inc., which may differ
somewhat.

     The after-tax  return  calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden would be less, and the
after-tax return higher, for those in lower tax brackets.

     We stress that because many interrelated  factors affect how tax-friendly a
fund may be,  it's very  difficult  to  predict  tax  efficiency.  A fund's  tax
efficiency  can be influenced by its turnover  rate,  the types of securities it
holds,  the accounting  practices it uses when selling shares,  and the net cash
flow it receives.

     Finally, it's important to understand that our calculation does not reflect
the tax effect of your own investment  activities.  Specifically,  you may incur
additional capital gains  taxes--thereby  lowering your after-tax return--if you
decide to sell all or some of your shares.
--------------------------------------------------------------------------------
A  NOTE  ABOUT  OUR   CALCULATIONS:   Pre-tax  total  returns  assume  that  all
distributions   received  (income  dividends,   short-term  capital  gains,  and
long-term  capital  gains) are  reinvested  in new shares,  while our  after-tax
returns assume that  distributions  are reduced by any taxes owed on them before
reinvestment.  When  calculating  the taxes due, we used the highest  individual
federal  income  tax  rates at the time of the  distributions.  Those  rates are
currently 39.6% for dividends and short-term capital gains and 20% for long-term
capital gains. State and local income taxes were not considered. The competitive
group returns provided by Morningstar are calculated in a manner consistent with
that used for Vanguard funds.

                                                             [PHOTO OF COMPUTER]
                                        You can use Vanguard's online  after-tax
                                                            return calculator at
                                                      www.vanguard.com/?aftertax
                                                    to customize the calculation
                                                       of your after-tax return.


                                       12
<PAGE>


FINANCIAL STATEMENTS
  September 30, 2000


STATEMENT OF NET ASSETS

This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped  and  subtotaled  by asset  type  (common  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price, or Net Asset Value (NAV) Per Share.

     At the end of the Statement of Net Assets, you will find a table displaying
the  composition of the fund's net assets on both a dollar and per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of  the  statement  date,  but  may  differ  because   certain   investments  or
transactions  may  be  treated  differently  for  financial  statement  and  tax
purposes.  Any Accumulated  Net Realized  Losses,  and any cumulative  excess of
distributions  over net income or net  realized  gains,  will appear as negative
balances.  Unrealized Appreciation  (Depreciation) is the difference between the
market value of the fund's  investments  and their cost,  and reflects the gains
(losses) that would be realized if the fund were to sell all of its  investments
at their statement-date values.

----------------------------------------------------------------------
                                                                MARKET
                                                                VALUE*
EQUITY INCOME FUND                                 SHARES        (000)
----------------------------------------------------------------------
COMMON STOCKS (92.8%)(1)
----------------------------------------------------------------------
AUTO & TRANSPORTATION (2.3%)
  Ford Motor Co.                                  751,239       19,016
  Norfolk Southern Corp.                          694,358       10,155
  Eaton Corp.                                     120,000        7,395
  Union Pacific Corp.                             187,700        7,297
  Genuine Parts Co.                               233,346        4,448
  CSX Corp.                                       164,200        3,582
  The Goodyear Tire & Rubber Co.                  140,100        2,522
  Visteon Corp.                                    60,634          917
                                                         -------------
                                                                55,332
                                                         -------------
CONSUMER DISCRETIONARY (5.3%)
  Kimberly-Clark Corp.                            453,175       25,293
  Tribune Co.                                     437,200       19,073
  May Department Stores Co.                       671,004       13,756
  Eastman Kodak Co.                               277,724       11,352
  Gillette Co.                                    303,700        9,377
  Black & Decker Corp.                            241,000        8,239
  The McGraw-Hill Cos., Inc.                      114,900        7,303
  Avon Products, Inc.                             168,700        6,896
  J.C. Penney Co., Inc.                           573,280        6,772
  Sears, Roebuck & Co.                            135,129        4,381
  The Stanley Works                               184,400        4,253
  Gannett Co., Inc.                                67,000        3,551
  Whirlpool Corp.                                  84,400        3,281
  Newell Rubbermaid, Inc.                         138,400        3,157
  International Flavors &
    Fragrances, Inc.                              102,400        1,869
                                                         -------------
                                                               128,553
                                                         -------------
CONSUMER STAPLES (7.8%)
  Sara Lee Corp.                                1,274,500       25,888
  Philip Morris Cos., Inc.                        870,350       25,621
  Anheuser-Busch Cos., Inc.                       546,200       23,111
  Procter & Gamble Co.                            252,800       16,938
  PepsiCo, Inc.                                   278,900       12,829
  Nabisco Holdings Corp. Class A                  229,400       12,330
  H.J. Heinz Co.                                  297,240       11,016
  The Coca-Cola Co.                               185,800       10,242
  The Quaker Oats Co.                              87,800        6,947
  Bestfoods                                        86,701        6,308
  General Mills, Inc.                             172,700        6,131
  The Clorox Co.                                  143,200        5,665
  Kellogg Co.                                     209,100        5,058
  Albertson's, Inc.                               209,800        4,406
  Hershey Foods Corp.                              78,900        4,270
  ConAgra Foods, Inc.                             193,600        3,884
  Campbell Soup Co.                               146,500        3,791
  UST, Inc.                                       138,900        3,177
  Ralston-Ralston Purina Group                     78,600        1,862
                                                         -------------
                                                               189,474
                                                         -------------

                                       13
<PAGE>

----------------------------------------------------------------------
                                                                MARKET
                                                                VALUE*
EQUITY INCOME FUND                                 SHARES        (000)
----------------------------------------------------------------------
FINANCIAL SERVICES (21.0%)
  Marsh & McLennan Cos., Inc.                     264,000    $  35,046
  Bank of America Corp.                           615,723       32,248
  American General Corp.                          348,900       27,214
  U.S. Bancorp                                    984,749       22,403
  J.P. Morgan & Co., Inc.                         135,400       22,121
  Washington Mutual, Inc.                         518,210       20,631
  Ace, Ltd.                                       516,000       20,253
  Bank One Corp.                                  483,222       18,664
  FleetBoston Financial Corp.                     462,799       18,049
  CIGNA Corp.                                     170,000       17,748
  Aon Corp.                                       433,100       16,999
  XL Capital Ltd. Class A                         209,300       15,384
* John Hancock Financial
  Services, Inc.                                  540,800       14,534
  The Bank of New York Co., Inc.                  246,400       13,814
  First Union Corp.                               427,530       13,761
  Wachovia Corp.                                  240,135       13,613
  Lincoln National Corp.                          282,300       13,586
  Equity Residential Properties
    Trust REIT                                    280,000       13,440
  KeyCorp                                         496,170       12,559
  The Chase Manhattan Corp.                       267,885       12,373
  National City Corp.                             544,600       12,049
  PNC Financial Services Group                    172,594       11,219
  First Data Corp.                                286,150       11,178
  Mellon Financial Corp.                          231,400       10,731
  Equity Office Properties
    Trust REIT                                    345,000       10,717
  The Chubb Corp.                                 130,101       10,294
  Merrill Lynch & Co., Inc.                       153,632       10,140
  MBIA, Inc.                                      140,000        9,957
  St. Paul Cos., Inc.                             194,833        9,608
  Citigroup, Inc.                                 170,666        9,227
  Fannie Mae                                      101,800        7,279
  Wells Fargo Co.                                 123,165        5,658
  Northern Trust Corp.                             63,300        5,626
  SAFECO Corp.                                    169,500        4,619
  Sun Communities, Inc. REIT                      110,000        3,479
  Crescent Real Estate, Inc. REIT                 100,000        2,231
                                                         -------------
                                                             $ 508,452
                                                         -------------
HEALTH CARE (11.5%)
  Bristol-Myers Squibb Co.                        795,100       45,420
  American Home Products Corp.                    735,000       41,573
  Pharmacia Corp.                                 662,800       39,892
  Merck & Co., Inc.                               438,200       32,619
  Glaxo Wellcome PLC ADR                          371,700       22,465
  Baxter International, Inc.                      262,359       20,940
  Eli Lilly & Co.                                 241,700       19,608
  Abbott Laboratories                             325,200       15,467
  Johnson & Johnson                               151,600       14,241
  Aetna Inc.                                      206,200       11,972
  SmithKline Beecham PLC ADR                      119,600        8,207
  Schering-Plough Corp.                           106,600        4,957
                                                         -------------
                                                             $ 277,361
                                                         -------------
INTEGRATED OILS (11.6%)
  Exxon Mobil Corp.                             1,013,682       90,344
  BP Amoco PLC ADR                                999,926       52,996
  Texaco Inc.                                     604,800       31,752
  Royal Dutch Petroleum
    Co. ADR                                       384,900       23,070
  Chevron Corp.                                   268,446       22,885
  Unocal Corp.                                    484,300       17,162
  Shell Transport &
    Trading Co. ADR                               275,000       13,458
  Conoco Inc. Class A                             479,500       12,527
  USX-Marathon Group                              400,100       11,353
  Phillips Petroleum Co.                           97,100        6,093
                                                         -------------
                                                             $ 281,640
                                                         -------------
OTHER ENERGY (2.1%)
  Williams Cos., Inc.                             300,600       12,700
  Schlumberger Ltd.                               150,200       12,363
  Burlington Resources, Inc.                      210,000        7,731
  Baker Hughes, Inc.                              174,400        6,475
  Sunoco, Inc.                                    154,000        4,148
  Ultramar Diamond
    Shamrock Corp.                                160,900        4,083
  Ashland, Inc.                                   110,000        3,706
                                                         -------------
                                                             $  51,206
                                                         -------------
MATERIALS & PROCESSING (4.5%)
  Dow Chemical Co.                              1,103,887       27,528
  E.I. du Pont de Nemours & Co.                   554,027       22,957
  Weyerhaeuser Co.                                362,200       14,624
  Alcoa Inc.                                      400,000       10,125
  International Paper Co.                         317,252        9,101
  Eastman Chemical Co.                            204,500        7,554
  Engelhard Corp.                                 305,000        4,956
  Temple-Inland Inc.                               84,300        3,193
  The Timber Co.                                  103,700        2,787
  USX-U.S. Steel Group                            170,000        2,582
  Crown Cork & Seal Co., Inc.                     215,923        2,308
* Energizer Holdings, Inc.                       11,100          272
                                                         -------------
                                                             $ 107,987
                                                         -------------
PRODUCER DURABLES (3.3%)
  Emerson Electric Co.                            311,859       20,895
  United Technologies Corp.                       192,116       13,304
  Caterpillar, Inc.                               271,464        9,162
  Xerox Corp.                                     514,700        7,753
  The Boeing Co.                                  116,800        7,358
  Cooper Industries, Inc.                         200,000        7,050
  Pitney Bowes, Inc.                              155,700        6,140
  Lockheed Martin Corp.                           171,100        5,639
  Deere & Co.                                     100,746        3,350
                                                         -------------
                                                             $  80,651
                                                         -------------

                                       14
<PAGE>
----------------------------------------------------------------------
                                                                MARKET
                                                                VALUE*
EQUITY INCOME FUND                                 SHARES        (000)
----------------------------------------------------------------------
TECHNOLOGY (1.5%)
  Hewlett-Packard Co.                              90,500  $     8,778
  Compaq Computer Corp.                           286,500        7,902
  Electronic Data Systems Corp.                   189,400        7,860
  Rockwell International Corp.                    199,900        6,047
  International Business
    Machines Corp.                                 49,400        5,557
                                                         -------------
                                                           $    36,144
                                                         -------------
UTILITIES (18.1%)
  Verizon Communications                        1,775,457       85,999
  SBC Communications Inc.                         976,372       48,819
  AT&T Corp.                                    1,155,052       33,930
* Qwest Communications
  International Inc.                              657,836       31,617
  BellSouth Corp.                                 773,604       31,138
  FPL Group, Inc.                                 373,335       24,547
  SCANA Corp.                                     534,027       16,488
  Potomac Electric Power Co.                      633,600       15,959
  Southern Co.                                    470,910       15,275
  Duke Energy Corp.                               152,752       13,098
  DTE Energy Co.                                  305,900       11,701
  Pinnacle West Capital Corp.                     206,900       10,526
  Allegheny Energy, Inc.                          272,000       10,387
  Dominion Resources, Inc.                        171,082        9,933
  American Electric Power
    Co., Inc.                                     250,460        9,799
  Questar Corp.                                   317,600        8,833
  Constellation Energy Group                      158,150        7,868
  Edison International                            392,640        7,583
  PECO Energy Corp.                               115,000        6,965
  KeySpan Corp.                                   172,700        6,930
  NICOR, Inc.                                     172,700        6,250
  TXU Corp.                                       153,096        6,066
  National Fuel Gas Co.                           100,000        5,606
  ScottishPower PLC ADR                           182,845        5,497
  Xcel Energy, Inc.                               147,000        4,042
  Sprint Corp.                                     68,700        2,014
  Washington Gas Light Corp.                       60,000        1,612
                                                         -------------
                                                           $   438,482
                                                         -------------

OTHER (3.8%)
  General Electric Co.                            753,800       43,485
  Minnesota Mining &
    Manufacturing Co.                             288,707       26,308
  Honeywell International Inc.                    409,162       14,576
  Fortune Brands, Inc.                            147,531        3,910
  Brunswick Corp.                                 112,100        2,046
                                                         -------------
                                                           $    90,325
                                                         -------------
----------------------------------------------------------------------
TOTAL COMMON STOCKS
  (Cost $1,518,073)                                        $ 2,245,607
----------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS (0.5%)
----------------------------------------------------------------------
  Owens-Illinois Inc. 4.75%
    Cvt. Pfd.                                     294,400        5,078
  Crown Castle International
    Corp. 6.25% Cvt. Pfd.                          89,600        4,542
  Loral Space & Communications
    Ltd. 6.00% Cvt. Pfd.                          137,200        2,641
----------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
  (Cost $23,463)                                                12,261
----------------------------------------------------------------------

                                                     FACE
                                                   AMOUNT
                                                    (000)
----------------------------------------------------------------------
CONVERTIBLE BONDS (1.1%)
----------------------------------------------------------------------
Hewlett Packard Co. Cvt.
  0.00%, 10/14/2017                              $ 23,000       16,747
Security Capital U.S. Realty Cvt.
  2.00%, 5/22/2003                                  8,300        6,183
Waste Management Inc. Cvt.
  4.00%, 2/1/2002                                   4,000        3,740
----------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS
  (Cost $26,655)                                                26,670
----------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (6.3%)(1)
----------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORP.
  (2) 6.57%, 10/19/2000                             6,000        5,982
FEDERAL NATIONAL MORTGAGE ASSN.
  (2) 6.55%, 11/2/2000                              2,000        1,988
REPURCHASE AGREEMENT
Collateralized by U.S. Government
  Obligations in a Pooled Cash Account
  6.50%, 10/2/2000                                145,756      145,756
----------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (Cost $153,726)                                              153,726
----------------------------------------------------------------------
TOTAL INVESTMENTS (100.7%)
  (Cost $1,721,917)                                          2,438,264
----------------------------------------------------------------------

                                       15
<PAGE>
-----------------------------------------------------------------------
                                                                 MARKET
                                                                 VALUE*
EQUITY INCOME FUND                                                (000)
-----------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-0.7%)
-----------------------------------------------------------------------
Other Assets--Note C                                            16,391
Liabilities                                                    (34,582)
                                                         --------------
                                                               (18,191)
-----------------------------------------------------------------------
NET ASSETS (100%)
-----------------------------------------------------------------------
Applicable to 100,593,999 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                  $2,420,073
=======================================================================
NET ASSET VALUE PER SHARE                                        $24.06
=======================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
(1)The fund invests a portion of its cash reserves in equity markets
through the use of index futures contracts. After giving effect to
futures investments, the fund's effective common stock and temporary
cash investment positions represent 97.3% and 1.8%, respectively, of
net assets.
See Note F in Notes to Financial Statements.
(2)Securities with an aggregate value of $7,970,000 have been
segregated as initial margin for open futures contracts.
ADR--American Depositary Receipt.
REIT--Real Estate Investment Trust.

---------------------------------------------------------
AT SEPTEMBER 30, 2000, NET ASSETS CONSISTED OF:
---------------------------------------------------------
                                       AMOUNT        PER
                                        (000)      SHARE
---------------------------------------------------------
Paid in Capital--Note E           $ 1,593,940    $ 15.85
Undistributed Net
  Investment Income                       277         --
Accumulated Net
  Realized Gains--Note E              112,533       1.12
Unrealized Appreciation
  (Depreciation)--Note F
  Investment Securities               716,347       7.12
  Futures Contracts                   (3,024)       (.03)
---------------------------------------------------------
NET ASSETS                         $2,420,073     $24.06
=========================================================

                                       16
<PAGE>

STATEMENT OF OPERATIONS

This Statement  shows dividend and interest income earned by the fund during the
reporting period,  and details the operating expenses charged to the fund. These
expenses  directly  reduce the amount of investment  income  available to pay to
shareholders  as  dividends.  This  Statement  also  shows  any Net Gain  (Loss)
realized  on the  sale of  investments,  and the  increase  or  decrease  in the
Unrealized Appreciation  (Depreciation) on investments during the period. If the
fund  invested  in futures  contracts  during the  period,  the results of these
investments are shown separately.
-------------------------------------------------------------------------------
                                                            EQUITY INCOME FUND
                                                 YEAR ENDED SEPTEMBER 30, 2000
                                                                         (000)
-------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
  Dividends                                                           $ 67,203
  Interest                                                              10,378
  Security Lending                                                          91
-------------------------------------------------------------------------------
  Total Income                                                          77,672
-------------------------------------------------------------------------------
EXPENSES
  Investment Advisory Fees--Note B
    Basic Fee                                                            4,131
    Performance Adjustment                                                (561)
  The Vanguard Group--Note C
    Management and Administrative                                        6,929
    Marketing and Distribution                                             372
  Custodian Fees                                                            53
  Auditing Fees                                                             17
  Shareholders' Reports                                                     94
  Trustees' Fees and Expenses                                                4
-------------------------------------------------------------------------------
  Total Expenses                                                        11,039
  Expenses Paid Indirectly--Note D                                        (458)
-------------------------------------------------------------------------------
  Net Expenses                                                          10,581
-------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                   67,091
-------------------------------------------------------------------------------
REALIZED NET GAIN
-------------------------------------------------------------------------------
  Investment Securities Sold                                           128,252
  Futures Contracts                                                      9,516
-------------------------------------------------------------------------------
REALIZED NET GAIN                                                      137,768
-------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
  Investment Securities                                                (86,778)
  Futures Contracts                                                      3,598
-------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                       (83,180)
-------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                  $121,679
===============================================================================

                                       17
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

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

-------------------------------------------------------------------------------
                                                         EQUITY INCOME FUND
                                                      YEAR ENDED SEPTEMBER 30,
                                                    ---------------------------
                                                             2000         1999
                                                            (000)        (000)
-------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
  Net Investment Income                                  $ 67,091     $ 75,905
  Realized Net Gain                                       137,768      109,251
  Change in Unrealized Appreciation (Depreciation)        (83,180)     108,420
-------------------------------------------------------------------------------
  Net Increase in Net Assets Resulting from Operations    121,679      293,576
-------------------------------------------------------------------------------
DISTRIBUTIONS
  Net Investment Income                                   (69,729)     (78,305)
  Realized Capital Gain                                  (105,954)     (87,951)
-------------------------------------------------------------------------------
  Total Distributions                                    (175,683)    (166,256)
-------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS(1)
  Issued                                                  366,363      931,840
  Issued in Lieu of Cash Distributions                    157,861      149,024
  Redeemed                                             (1,058,890)    (576,972)
-------------------------------------------------------------------------------
  Net Increase (Decrease) from Capital Share
    Transactions                                         (534,666)     503,892
-------------------------------------------------------------------------------
  Total Increase (Decrease)                              (588,670)     631,212
-------------------------------------------------------------------------------
NET ASSETS
  Beginning of Year                                     3,008,743    2,377,531
-------------------------------------------------------------------------------
  End of Year                                          $2,420,073   $3,008,743
===============================================================================
(1)Shares Issued (Redeemed)
  Issued                                                   15,846       37,304
  Issued in Lieu of Cash Distributions                      6,823        6,175
  Redeemed                                                (46,700)     (23,137)
-------------------------------------------------------------------------------
  Net Increase (Decrease) in Shares Outstanding           (24,031)      20,342
===============================================================================
                                       18
<PAGE>

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                              EQUITY INCOME FUND
                                                                           YEAR ENDED SEPTEMBER 30,
                                                        -----------------------------------------------------
<S>                                                       <C>        <C>         <C>        <C>       <C>

For a Share Outstanding Throughout Each Year                2000       1999        1998       1997      1996
-------------------------------------------------------------------------------------------------------------
Net Asset Value, Beginning of Year                        $24.14     $22.80      $22.28     $17.69    $15.65
-------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
  Net Investment Income                                      .62        .64         .64        .64       .63
  Net Realized and Unrealized Gain (Loss)on Investments      .81       2.20        1.44       5.17      2.18
-------------------------------------------------------------------------------------------------------------
    Total from Investment Operations                        1.43       2.84        2.08       5.81      2.81
-------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
  Dividends from Net Investment Income                      (.64)      (.67)       (.67)      (.64)     (.60)
  Distributions from Realized Capital Gains                 (.87)      (.83)       (.89)      (.58)     (.17)
-------------------------------------------------------------------------------------------------------------
    Total Distributions                                    (1.51)     (1.50)      (1.56)     (1.22)     (.77)
-------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                              $24.06     $24.14      $22.80     $22.28    $17.69
=============================================================================================================
TOTAL RETURN                                               6.28%     12.56%       9.54%     34.17%    18.22%
=============================================================================================================

RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Year (Millions)                      $2,420     $3,009      $2,378     $1,948    $1,309
  Ratio of Total Expenses to Average Net Assets            0.43%      0.41%       0.39%      0.45%     0.42%
  Ratio of Net Investment Income to Average Net Assets     2.59%      2.59%       2.80%      3.25%     3.69%
  Portfolio Turnover Rate                                    36%        18%         23%        22%       21%
=============================================================================================================
</TABLE>

                                       19
<PAGE>

NOTES TO FINANCIAL STATEMENTS

Vanguard  Equity Income Fund is registered  under the Investment  Company Act of
1940 as a diversified open-end investment company, or mutual fund.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles for U.S. mutual funds. The fund consistently follows such
policies in preparing its financial statements.

     1. SECURITY  VALUATION:  Equity  securities are valued at the latest quoted
sales  prices  as of the  close  of  trading  on the  New  York  Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades.  Temporary cash investments acquired over 60 days to maturity are valued
using the latest bid prices or using  valuations based on a matrix system (which
considers such factors as security  prices,  yields,  maturities,  and ratings),
both  as  furnished  by  independent  pricing  services.  Other  temporary  cash
investments  are valued at amortized  cost,  which  approximates  market  value.
Securities for which market  quotations are not readily  available are valued by
methods deemed by the board of trustees to represent fair value.

     2.  FEDERAL  INCOME  TAXES:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.

     3.  REPURCHASE  AGREEMENTS:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a pooled cash account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.

     4. FUTURES CONTRACTS:  The fund uses S&P 500 Index and S&P MidCap 400 Index
futures  contracts to a limited extent,  with the objective of maintaining  full
exposure to the stock market while maintaining liquidity.  The fund may purchase
or sell futures  contracts to achieve a desired level of investment,  whether to
accommodate  portfolio  turnover or cash flows from capital share  transactions.
The primary  risks  associated  with the use of futures  contracts are imperfect
correlation  between changes in market values of stocks held by the fund and the
prices of futures contracts, and the possibility of an illiquid market.
     Futures contracts are valued at their quoted daily settlement  prices.  The
aggregate  principal  amounts of the contracts are not recorded in the financial
statements.  Fluctuations  in the value of the  contracts  are  recorded  in the
Statement  of Net  Assets  as an  asset  (liability)  and in  the  Statement  of
Operations as  unrealized  appreciation  (depreciation)  until the contracts are
closed, when they are recorded as realized futures gains (losses).

     5.  DISTRIBUTIONS:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes.

     6. OTHER:  Dividend  income is recorded on the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Newell  Associates,  John A. Levin & Co.,  Inc.,  and  Wellington  Management
Company,  llp,  provide  investment  advisory  services  to the  fund  for  fees
calculated at an annual percentage rate of average net assets. The basic fee for
John  A.  Levin & Co.,  Inc.  is  subject  to  quarterly  adjustments  based  on
performance relative to the S&P 500 Index for the preceding three years.

                                       20
<PAGE>

     Prior to January 1, 2000,  Spare,  Kaplan,  Bischel & Associates  served as
adviser to the fund. Effective January 1, 2000, assets managed by Spare, Kaplan,
Bischel & Associates were transferred to Wellington Management Company, llp.

     The  Vanguard  Group  manages  the cash  reserves of the fund on an at-cost
basis.
     For  the  year  ended  September  30,  2000,  the  aggregate  advisory  fee
represented  an effective  annual basic rate of 0.16% of the fund's  average net
assets before a decrease of $561,000 (0.02%) based on performance.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  board of  trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard. At September 30, 2000, the fund had contributed capital of $435,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.4% of Vanguard's capitalization. The fund's trustees and officers are also
directors and officers of Vanguard.

D. The fund has asked its investment advisers to direct certain security trades,
subject to obtaining the best price and execution, to brokers who have agreed to
rebate to the fund part of the  commissions  generated.  Such  rebates  are used
solely to reduce the fund's management and administrative  expenses.  The fund's
custodian  bank has also agreed to reduce its fees when the fund  maintains cash
on  deposit  in the  non-interest-bearing  custody  account.  For the year ended
September 30, 2000,  directed  brokerage  and custodian fee offset  arrangements
reduced  expenses by  $447,000  and  $11,000,  respectively.  The total  expense
reduction  represented  an effective  annual rate of 0.02% of the fund's average
net assets.

E. During the year ended September 30, 2000, the fund purchased $865,902,000 of
investment  securities and sold  $1,428,329,000  of investment  securities other
than temporary cash investments.
     The fund used a tax accounting  practice to treat a portion of the price of
capital shares redeemed during the year as  distributions  from realized capital
gains.  Accordingly,  the fund has reclassified $17,085,000 from accumulated net
realized gains to paid in capital.

F. At September 30, 2000, net unrealized  appreciation of investment  securities
for  financial  reporting  and federal  income tax  purposes  was  $716,347,000,
consisting of unrealized  gains of  $839,600,000 on securities that had risen in
value since their purchase and  $123,253,000 in unrealized  losses on securities
that had fallen in value since their purchase.
     At  September  30, 2000,  the  aggregate  settlement  value of open futures
contracts  expiring in December  2000 and the  related  unrealized  depreciation
were:

------------------------------------------------------------------------------
                                                        (000)
                                             ----------------------------
                                             AGGREGATE
                          NUMBER OF         SETTLEMENT              UNREALIZED
FUTURES CONTRACTS    LONG CONTRACTS              VALUE            DEPRECIATION
------------------------------------------------------------------------------
S&P 500 Index                   242            $87,949                $(2,803)

S&P MidCap 400 Index             81             22,085                   (221)
------------------------------------------------------------------------------

Unrealized  depreciation on open futures  contracts is required to be treated as
realized loss for federal income tax purposes.

                                       21
<PAGE>


REPORT
   of Independent Accountants

To the Shareholders and Trustees of Vanguard Equity Income Fund

In our  opinion,  the  accompanying  statement  of net  assets  and the  related
statements  of  operations  and of  changes  in net  assets  and  the  financial
highlights present fairly, in all material  respects,  the financial position of
Vanguard  Equity Income Fund (the "Fund") at September 30, 2000,  the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended and the financial  highlights for each
of the five  years in the period  then  ended,  in  conformity  with  accounting
principles  generally accepted in the United States of America.  These financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Fund's management; our responsibility
is to express an opinion on these financial  statements based on our audits.  We
conducted our audits of these  financial  statements in accordance with auditing
standards generally accepted in the United States of America, 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 September  30, 2000 by  correspondence  with the custodian and
brokers, provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

November 1, 2000






--------------------------------------------------------------------------------
SPECIAL 2000 TAX INFORMATION (UNAUDITED) FOR
VANGUARD EQUITY INCOME FUND

This  information  for the fiscal year ended  September  30,  2000,  is included
pursuant to provisions of the Internal Revenue Code.

     The fund  distributed  $84,265,000  as  capital  gain  dividends  (from net
long-term capital gains) to shareholders during the fiscal year, all of which is
designated as a 20% rate gain distribution.

     For corporate  shareholders,  85.6% of investment  income  (dividend income
plus short-term gains, if any) qualifies for the dividends-received deduction.

                                       22
<PAGE>


THE VANGUARD(R)
  Family of Funds

STOCK FUNDS

500 Index Fund
Calvert Social Index(TM) Fund
Capital Opportunity Fund
Convertible Securities Fund
Developed Markets Index Fund
Emerging Markets Stock
 Index Fund
Energy Fund
Equity Income Fund
European Stock Index Fund
Explorer(TM) Fund
Extended Market Index Fund
Global Equity Fund
Gold and Precious Metals Fund
Growth and Income Fund
Growth Equity Fund
Growth Index Fund
Health Care Fund
Institutional Developed Markets
 Index Fund
Institutional Index Fund
International Growth Fund
International Value Fund
Mid-Cap Index Fund
Morgan(TM) Growth Fund
Pacific Stock Index Fund
PRIMECAP Fund
REIT Index Fund
Selected Value Fund
Small-Cap Growth Index Fund
Small-Cap Index Fund
Small-Cap Value Index Fund
Strategic Equity 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
U.S. Value Fund
Utilities Income Fund
Value Index Fund
Windsor(TM) Fund
Windsor(TM) II Fund


BALANCED FUNDS

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


BOND FUNDS

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


MONEY MARKET FUNDS

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


VARIABLE ANNUITY PLAN

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




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.

                                       23
<PAGE>



THE PEOPLE
 Who Govern Your Fund

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

--------------------------------------------------------------------------------
TRUSTEES

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

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

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

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

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

J. LAWRENCE WILSON (1985) Retired Chairman and Chief Executive Officer of Rohm &
Haas Co.; Director of AmeriSource  Health  Corporation,  Cummins Engine Co., and
The Mead Corp.; Trustee of Vanderbilt University.

--------------------------------------------------------------------------------
OTHER FUND OFFICERS

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

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

--------------------------------------------------------------------------------
VANGUARD MANAGING DIRECTORS

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

--------------------------------------------------------------------------------
                                 John C. Bogle
               Founder; Chairman and Chief Executive, 1974-1996.

<PAGE>

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



ABOUT OUR COVER

Our cover art evokes both  Vanguard's rich past and the course we've set for the
future--our   determination  to  provide  superior  investment  performance  and
top-notch service.  The image is based on two works: a painting titled The First
Journey of  'Victory,'  by the English  artist W.L.  Wyllie  (1851-1931),  and a
sculpture  of  a  compass  rose  on   Vanguard's   campus  near  Valley   Forge,
Pennsylvania.

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,  500,  S&P
MidCap400,  and S&P SmallCap 600 are  trademarks of The  McGraw-Hill  Companies,
Inc. All other index names may contain trademarks and are the exclusive property
of their respective owners.

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036

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


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

                                                                    Q650  112000
<PAGE>


VANGUARD(R) GROWTH EQUITY FUND

ANNUAL REPORT

[PHOTO OF SHIP]

SEPTEMBER 30, 2000

[A MEMBER OF THE VANGUARD GROUP(R) LOGO]

<PAGE>

OUR REPORTS TO
  THE OWNERS

At Vanguard,  we regard our investors not as mere customers but as owners of the
enterprise.  For that's exactly what a mutual fund shareholder is--part owner of
an investment company.

     In our reports to you on how the company is doing,  we have tried to convey
information  without  hyperbole  and in the context of broad  market  trends and
relevant benchmarks.

     We've  introduced  several  changes to this year's annual report to make it
even more useful. Among the changes:

     **Larger type and redesigned graphics to make the reports easier to read.

     **An  at-a-glance  summary of key points  about  fund  performance  and the
financial markets.

     **A  table--included  for  many  funds--in  which  the  investment  adviser
highlights significant changes in holdings.

     **Comparisons of fund performance and characteristics  against both a broad
market index and a "best fit" benchmark.

     We hope  you'll  find  that  these  changes  make  the  reports  even  more
accessible and informative.

SUMMARY

** Vanguard  Growth  Equity  Fund  returned  51.1%  during the fiscal year ended
September 30, 2000.

**Growth Equity Fund joined The Vanguard Group on June 12.

**The fund employs an aggressive investment approach,  and should be expected to
experience periods of weak performance.



CONTENTS

 1 Letter from the Chairman

 6 Report from the Adviser

 8 Fund Profile

 9 Glossary of Investment Terms

10 Performance Summary

11 Report on After-Tax Returns

12 Financial Statements

20 Report of Independent Accountants

<PAGE>


LETTER
 from the Chairman


Fellow Shareholders,

This is the first of my reports to the investors in vanguard growth equity fund.
I extend a sincere welcome to shareholders who are new to Vanguard.

2000 TOTAL RETURNS           FISCAL YEAR ENDED
                                  SEPTEMBER 30
----------------------------------------------
Vanguard Growth Equity Fund              51.1%
Average Large-Cap Growth Fund*           30.3
Russell 1000 Growth Index                23.4
Wilshire 5000 Index                      17.7
----------------------------------------------
*Derived from data provided by Lipper Inc.

     Before June 12, 2000, Turner Investment  Partners of Berwyn,  Pennsylvania,
sponsored your fund and managed its investments. Under a reorganization approved
by  shareholders,  the fund  joined  The  Vanguard  Group on June 12. We assumed
responsibility  for fund  distribution  and  shareholder  service,  while Turner
remained  the  fund's   investment   adviser.   Neither  the  fund's  investment
objective--to   provide  long-term  capital   appreciation--nor  its  investment
strategies changed.

     During the 12 months ended September 30, those strategies proved remarkably
successful, as the Growth Equity Fund posted a tremendous total return of 51.1%.
This  figure is based on an increase in net asset value from $15.88 per share on
September  30,  1999,  to  $18.68  per  share  on  September  30,  2000,  and  a
distribution of $4.52 per share in net realized  capital gains. The fund did not
distribute any dividends during the period.



MARKET BAROMETER                                  AVERAGE ANNUAL TOTAL RETURNS
                                              PERIODS ENDED SEPTEMBER 30, 2000

                                                 ONE        THREE         FIVE
STOCKS                                          YEAR        YEARS        YEARS
-------------------------------------------------------------------------------
S&P 500 Index (Large caps)                      13.3%        16.4%        21.7%
Russell 2000 Index (Small caps)                 23.4          6.0         12.4
Wilshire 5000 Index (Entire market)             17.7         15.6         20.5
MSCI EAFE Index (International)                  3.4          7.7          8.9
-------------------------------------------------------------------------------
BONDS

Lehman Aggregate Bond Index (Entire market)      7.0%         5.9%         6.5%
Lehman 10 Year Municipal Bond Index              6.4          4.8          5.8
Salomon Smith Barney 3-Month
  U.S. Treasury Bill Index                       5.6          5.2          5.2
===============================================================================
CPI

Consumer Price Index                             3.5%         2.5%         2.5%
-------------------------------------------------------------------------------

     The table  above  compares  your fund's  total  return with the results for
competing mutual funds and two unmanaged indexes--one that serves as a benchmark
for your fund (the Russell 1000 Growth  Index) and a broader one that tracks the
performance  of the overall stock market (the Wilshire 5000 Total Market Index).
As you can see, your fund shone in all comparisons.

                                       1
<PAGE>

FINANCIAL MARKETS IN REVIEW

Stocks ended 1999 in fine fashion but proceeded in 2000 to remind investors just
how risky they can be. In five of the  year's  first nine  months,  the  overall
stock  market  declined.  Share  prices were  particularly  volatile for smaller
stocks, which rose or fell by 10% or more in February,  April, June, and August.
On balance,  stocks declined slightly during the nine months ended September 30.
For the full  fiscal  year,  however,  the  overall  market,  as measured by the
Wilshire 5000 Index,  gained 17.7%.  Small- and  mid-capitalization  stocks,  as
measured by the Wilshire 4500  Completion  Index,  led the way,  climbing 34.8%.
Bonds,  as measured  by the Lehman  Aggregate  Bond Index,  rose 7.0% during the
12-month period.

     Leadership   within  the  market   switched   during  the  period.   Growth
stocks--both  large and  small--dominated  the first half of the year, but value
stocks  performed  better in the second half.  The turning  point came in March,
soon after the  technology-laden  Nasdaq Composite Index surpassed 5,000 for the
first  time.  That's when  investors  appeared to become  worried  about  rising
interest rates,  corporate  earnings,  and stock  valuations.  A movement toward
so-called old economy  stocks  helped to erase nearly  one-fifth of the value of
the Nasdaq during the six months ended September 30.

--------------------------------------------------------------------------------
The domestic economy continued to expand, setting a record in the process.
--------------------------------------------------------------------------------

     Amid the  equity  markets'gyrations,  the  domestic  economy  set a record,
concluding  its 107th  consecutive  month of growth at the end of February,  one
month  better than during the  expansion  of  1961-1969.  The  economy's  growth
continued  throughout  the fiscal year.  About 6% more goods and  services  were
produced  in the  second  quarter  of this year  than in the same  period a year
earlier,  even after adjusting for inflation.  Slower growth was seen during the
July-September  period,  however,  as  rising  interest  rates  slowed  consumer
spending on such big-ticket items as houses and cars.

     The Federal  Reserve Board  concluded that strong  economic  growth and low
unemployment--the U.S. jobless rate fluctuated around 4% of the workforce during
the  fiscal  year--created  a high risk of rising  inflation.  In  response,  it
boosted the federal  funds rate four times by a total of 125 basis  points (1.25
percentage  points).  In all,  the Fed has  raised  its  target  for  short-term
interest rates by 175 basis points since June 1999.  Short-term  rates complied;
the yield on 90-day U.S.  Treasury  bills  climbed 136 basis  points,  to 6.21%,
during the year ended September 30. However,  the yield on long-term  Treasuries
declined slightly, to 5.89%, as their supply dwindled.

FISCAL 2000 PERFORMANCE OVERVIEW

The Growth  Equity Fund had great success  during the 12 months ended  September
30. The fund's 51.1% total return, which was nearly three times the

                                       2
<PAGE>


return of the overall  stock market and more than 20  percentage  points  better
than the average gain of peer funds, was simply terrific.

     Of  course,  such a result is not  attainable  without  the  assumption  of
considerable  risk. The Growth Equity Fund's  investment  approach begins with a
policy of remaining  "sector neutral" relative to the Russell 1000 Growth Index,
which comprises most of the 1,000 largest U.S. stocks.  This means that the size
of the fund's  investment in any given  economic  sector will roughly match that
sector's  weighting  in the  index.  (For  example,  the  fund's  54%  stake  in
technology  stocks at fiscal  year-end was just a bit larger than the  index's.)
The fund's investment  adviser,  Turner Investment  Partners,  believes that the
alternate  approach--"over-"  or  "underweighting"   sectors--leads  to  erratic
investment  performance.  The adviser  seeks to avoid undue  exposure to any one
company by  limiting  the amount of fund assets that may be invested in a single
stock. The limit is based on the company's  representation  in (or absence from)
the index.

--------------------------------------------------------------------------------
In an effort to capitalize on market  volatility,  the fund's adviser trades its
holdings extremely quickly.
--------------------------------------------------------------------------------

     The net effect of these policies is a fund that emphasizes stock selection.
The adviser  reasons that if it picks the best stocks in each  sector,  the fund
will provide  relatively  strong  results.  In an effort to capitalize on market
volatility,  Turner trades its holdings extremely quickly.  During the 12 months
ended  September 30, for example,  the fund's turnover rate was 303%. This means
that, on average,  the fund held a stock for about four months.  It is difficult
for any investor to consistently  choose the best times to buy and sell a stock.
As a result,  it must be  recognized  that,  due to its  aggressive  stance,  an
investment  in  Growth  Equity  Fund  entails  significant  risk.  The fund will
inevitably  go through  periods of weak  performance  on both an absolute  and a
relative basis.

     The  fund  delivered  impressive  results  during  the  fiscal  year  ended
September 30 primarily  because the adviser held the right technology  stocks at
the right times. For example,  a position in i2 Technologies  proved  rewarding.
Shares of the  e-business  company rose due, in part,  to the  European  Union's
approval of the company's  business-to-business  Internet marketplace  software.
The fund also  outperformed  the Russell 1000 Growth Index by sidestepping  some
poor performers,  such as Lucent  Technologies (-53% during the fiscal year). On
the downside,  an  investment  in Internet  Capital Group (-53% during the third
quarter) detracted a bit from the fund's performance.

--------------------------------------------------------------------------------
The fund delivered  impressive  results  primarily  because the adviser held the
right technology stocks at the right times.
--------------------------------------------------------------------------------

     Our discussion of the fund's fiscal-year result would not be complete if we
did not acknowledge that many of our shareholders participated only

                                       3
<PAGE>


modestly in the fund's advance. Specifically, the fund returned 3.3%, a bit less
than the overall  market and competing  funds,  between June 12--when the Growth
Equity  Fund  joined  The   Vanguard   Group--and   September   30.  The  fund's
reorganization,  of course, had no bearing on its performance over the next 31/2
months.  And in any  event,  nothing of  consequence  can be  inferred  from the
results of such a brief period.

LONG-TERM PERFORMANCE OVERVIEW

Of course, a fund's 12-month  performance tells only part of the story. A useful
evaluation  of any mutual fund requires a review of long-term  performance.  The
adjacent table presents the average annual returns of the Growth Equity Fund and
its comparative  standards since the fund's inception date. It also presents the
results of hypothetical $10,000 investments made on March 11, 1992, in the fund,
its average  competitor,  and the unmanaged indexes we use to measure the fund's
performance.



TOTAL RETURNS                                      MARCH 11, 1992,* TO
                                                    SEPTEMBER 30, 2000

                                    AVERAGE             FINAL VALUE OF
                                     ANNUAL                  A $10,000
                                     RETURN         INITIAL INVESTMENT
----------------------------------------------------------------------
Vanguard Growth Equity Fund**          22.5%                   $56,878
Average Large-Cap Growth Fund          19.9                     47,295
Russell 1000 Growth Index              20.0                     47,478
Wilshire 5000 Index                    18.0                     41,060
----------------------------------------------------------------------
 *The fund's inception date.
**Prior to June 12, 2000, the fund was organized as Turner Growth
  Equity Fund.

     As you can see,  the  Growth  Equity  Fund  enjoys an  excellent  long-term
record.  Our  advantage  over the Russell 1000 Growth Index during the eight and
one-half years amounted to $9,400.  And against the broad stock market (measured
by the Wilshire 5000 Index),  the fund's margin totaled nearly $16,000.  Indexes
make formidable  competitors because they are theoretical  constructs that incur
no operating or transactions  costs. The average stock mutual fund, in contrast,
operates  at a cost equal to more than 1% of its net assets,  and loses  perhaps
another 1% of assets to transaction  costs. To post the same result as an index,
then, a fund must earn a larger gross return.

     Our  goal  is to  provide  long-term  returns  that  exceed  those  of  our
competitive  measures.  The fund will be aided in this effort by its  relatively
low costs.  As of September 30, the fund had an expense ratio (annual  operating
expenses as a percentage of average net assets) of 0.74%,  or $7.40,  per $1,000
in  assets.  That's  about half the 1.41%  ($14.10  per  $1,000)  charged by our
average mutual fund peer. Because the managerial and  administrative  fund costs
of all mutual  funds are  deducted  directly  from the income that  shareholders
would otherwise  receive,  our fund enjoys a head start versus funds that charge
higher expenses.

                                       4
<PAGE>

     Our significant cost advantage is due in large part to our unique corporate
structure:  The Vanguard Group is owned by the Vanguard  funds,  which, in turn,
are owned by the funds' shareholders. The typical mutual fund firm is managed by
a company that seeks to maximize its profits.  In contrast,  the Vanguard  funds
operate on an at-cost basis, thereby returning any potential profits to the fund
shareholder, not a management company.

IN SUMMARY

The Growth  Equity Fund  delivered  an amazing  gain during the 12 months  ended
September  30. But it will not always be so  rewarding.  Thus,  it is helpful to
remember that markets are ever  cyclical and that the primary  purpose of equity
investing is to meet long-term goals.

     It is also prudent,  we believe,  to maintain one's balance.  Growth stocks
certainly have their place in a balanced investment  program,  provided that the
program also includes short-term  investments,  bond funds, and stock funds that
invest in equities of various sizes and styles.  For its part,  Vanguard  Growth
Equity Fund will provide investors with a low-cost, actively managed way to gain
exposure to large- and mid-cap growth stocks.

Sincerely,



/S/ JOHN J. BRENNAN
[PHOTO OF JOHN J. BRENNAN]
JOHN J. BRENNAN
Chairman and Chief Executive Officer

October 13, 2000


NOTICE TO SHAREHOLDERS

At a special meeting on May 22, 2000,  shareholders of Turner Growth Equity Fund
(the  "Turner  Fund")  approved a proposal  to  reorganize  the Turner Fund into
Vanguard  Growth Equity Fund.  Each  shareholder of the Turner Fund received one
share (or fraction of a share) of Vanguard Growth Equity Fund for each share (or
fraction of a share)  owned of the Turner  Fund.  Shares of the two funds at the
time of the  reorganization had the same net asset value. The reorganization was
approved by 8,410,948  shares,  or 98.49% of those voted.  In all, 99,657 shares
voted no, and 29,144 shares abstained.

                                       5
<PAGE>




REPORT
from the Adviser                                      TURNER INVESTMENT PARTNERS

VANGUARD GROWTH EQUITY FUND  capitalized on a favorable market for growth stocks
to generate a return of 51.1% for the 12 months ended September 30, 2000. In our
estimation,  good stock  selection and adroit trading also helped us achieve our
excellent  return,  which  handily beat the Wilshire 5000 Index's 17.7% gain and
the Russell 1000 Growth Index's return of 23.4%.

     Much  of the  fund's  outperformance  was  earned  early  in  the  period--
primarily in the final three months of 1999.  During that time, the stock market
rebounded  like a golf ball bouncing off a cart path.  For example,  the S&P 500
Index  declined  more than 6%  during a single  week in early  October  1999 but
bounced back  dramatically  and  finished the quarter with a 14.9% gain.  Growth
stocks,  as represented by the Russell 1000 Growth Index,  benefited  handsomely
from the surge, soaring 25.1% during the final three months of 1999.

     Overall, large growth stocks outperformed value stocks during the 12 months
ended September 30. The Russell 1000 Growth Index's gain of 23.4% was well above
the 8.9% return of the Russell 1000 Value Index.

OUR SUCCESSES

As for our success in picking stocks, our selections in seven of the ten sectors
in which we invested during the year outperformed  their  corresponding  Russell
1000  Growth  Index  sectors.  Heading  the list,  by far,  were our  technology
holdings,  which made up the fund's largest single sector weighting,  about 50%,
and gained more than 90%.  Why were we so heavily  invested in  technology?  The
reason is simple:  Tech stocks are  becoming a bigger  part of the Russell  1000
Growth Index.  It is our policy to keep the fund's sector  weightings very close
to those of the index. So as a sector grows, we follow suit.

     Some  of  our  best  tech  performers  were  stocks  of  broadband-related,
software,   communications,  and  Internet-infrastructure  companies,  including
Applied Micro Circuits, BEA Systems,  CIENA, EMC, Sun Microsystems,  and Veritas
Software.  Also  making a notable  contribution  to the fund's  return  were our
producer durables holdings, especially semiconductor-equipment stocks.

OUR SHORTFALLS

Detracting from  performance  were subpar returns among our holdings in consumer
product  companies.   We  held  growth-oriented   stocks  with  relatively  high
price/earnings multiples (Coca-Cola,  Procter & Gamble,  Colgate-Palmolive,  and
Sysco)  that  proved to be out of favor  with  investors  for most of the fiscal
year. When investors weren't shunning the sector altogether

                                       6
<PAGE>

because of its chronic lack of pricing power,  they showed a preference for less
expensive, lower-risk consumer stocks.

MARKET VOLATILITY AND OUR TRADING

Turnover in the Growth  Equity Fund topped 300% over the past 12 months.  In our
judgment,  our active  trading  practices  helped us nail down extra return in a
market in which some  stocks  gained or lost half of their  value in a matter of
days. Overall,  stock market volatility was unprecedented.  For example,  during
the past 12 months,  the S&P 500 Index  moved up or down at least 2% during more
than one out of every five trading days.  Prior to 1990,  the S&P 500 moved that
sharply on just 3 out of every 100 trading days. In such a volatile environment,
it paid to be able to build or eliminate a position quickly.

     In contrast to its bold actions of the past 12 months,  the market has been
behaving  tentatively  lately: The S&P 500 moved in a circumscribed but volatile
range in the  July-September  quarter,  declining a modest 1.0%.  Growth  stocks
fared far worse, and tech stocks worse still. Market pundits have attributed the
decline to rich  valuations and fears that capital  spending on technology  will
slow next year.

THE FUND'S POSITION

We believe  that the tech  sector is poised to lead the market once again in the
fourth  quarter of 2000 and early in 2001.  In our analysis,  the  valuations of
many tech stocks have become more  reasonable.  Also,  we believe  that  worries
about technology spending are largely  unwarranted;  we think tech spending will
decline little,  if at all. The Growth Equity Fund remains  heavily  invested in
tech stocks, so it's well-positioned to exploit a tech rally. We expect no letup
in  market  volatility  over  the  next  12  months.  We  look  forward  to  the
continuation  of  the  bull  market  and to the  potentially  rewarding  trading
opportunities that will arise from the market's continued volatility.

Bob Turner, Chairman and Chief Investment Officer

October 12, 2000

                                                                     See page 12
                                                                  for a complete
                                                                  listing of the
                                                                 fund's holdings


                                       7
<PAGE>


FUND PROFILE                                            As of September 30, 2000
  for Growth Equity Fund

This Profile provides a snapshot of the fund's  characteristics,  compared where
appropriate  to both an  unmanaged  index that we  consider a "best fit" for the
fund and a broad market index. Key terms are defined on page 9.

------------------------------------------------------------------
PORTFOLIO CHARACTERISTICS
                             GROWTH                       WILSHIRE
                             EQUITY       BEST FIT*           5000
------------------------------------------------------------------
Number of Stocks                 95             530          6,793
Median Market Cap            $69.0B          $87.3B         $46.8B
Price/Earnings Ratio         131.1x           60.6x          31.5x
Price/Book Ratio              16.3x           11.9x           4.7x
Yield                          0.1%            0.3%           1.1%
Return on Equity              25.2%           26.7%          22.4%
Earnings Growth Rate          22.0%           24.2%          17.2%
Foreign Holdings               3.0%            0.0%           0.0%
Turnover Rate                  303%              --             --
Expense Ratio                 0.74%              --             --
Cash Investments               1.4%              --             --
------------------------------------------------------------------

----------------------------------
TEN LARGEST HOLDINGS
 (% of total net assets)

General Electric Co.          9.7%
 (conglomerate)
Cisco Systems, Inc.           7.1
 (computer networks)
Pfizer, Inc.                  3.9
 (pharmaceuticals)
EMC Corp.                     3.8
 (computer technology)
Sun Microsystems, Inc.        3.4
 (computer technology)
America Online, Inc.          3.0
 (information services)
Oracle Corp.                  3.0
 (software)
Corning, Inc.                 2.6
 (telecommunications)
Nortel Networks Corp.         1.9
 (telecommunications)
CIENA Corp.                   1.6
 (telecommunications)
----------------------------------
Top Ten                      40.0%
----------------------------------

------------------------------------------------
VOLATILITY MEASURES

               GROWTH                   WILSHIRE
               EQUITY    BEST FIT*          5000
------------------------------------------------
R-Squared        0.73         0.92          1.00
Beta             1.24         1.13          1.00
------------------------------------------------

---------------------------------------------------------------------
SECTOR DIVERSIFICATION
(% OF COMMON STOCKS)

                              GROWTH                         WILSHIRE
                              EQUITY       BEST FIT*             5000
---------------------------------------------------------------------
Auto & Transportation           0.0%            0.3%             1.6%
Consumer Discretionary          9.3            12.1             12.6
Consumer Staples                2.6             3.1              4.8
Financial Services              2.6             3.1             16.7
Health Care                    14.3            16.2             11.9
Integrated Oils                 0.0             0.0              3.0
Other Energy                    1.8             2.0              2.8
Materials & Processing          0.0             0.1              2.3
Producer Durables               3.5             2.2              3.3
Technology                     53.6            50.5             27.7
Utilities                       2.4             2.7              8.2
Other                           9.9             7.7              5.1
---------------------------------------------------------------------
*Russell 1000 Growth Index.


------------------------
INVESTMENT FOCUS

[GRID APPEARS HERE]

 MARKET CAP      LARGE
 STYLE          GROWTH
------------------------
                                                             [PHOTO OF COMPUTER]
                                                               Visit our website
                                                                www.vanguard.com
                                                           for regularly updated
                                                               fund information.

                                       8
<PAGE>


GLOSSARY
 of Investment Terms

BETA. A measure of the magnitude of a fund's past  share-price  fluctuations  in
relation  to the ups and downs of the  overall  market  (or  appropriate  market
index).  The market (or index) is assigned a beta of 1.00, so a fund with a beta
of 1.20  would have seen its share  price  rise or fall by 12% when the  overall
market rose or fell by 10%.
--------------------------------------------------------------------------------
CASH  INVESTMENTS.  The  percentage  of a fund's  net assets  invested  in "cash
equivalents"--highly  liquid,  short-term,   interest-bearing  securities.  This
figure does not include cash  invested in futures  contracts  to simulate  stock
investment.
--------------------------------------------------------------------------------
EARNINGS  GROWTH RATE.  The average  annual rate of growth in earnings  over the
past five years for the stocks now in a fund.
--------------------------------------------------------------------------------
EXPENSE  RATIO.  The  percentage of a fund's  average net assets used to pay its
annual  administrative  and advisory  expenses.  These expenses  directly reduce
returns to investors.
--------------------------------------------------------------------------------
FOREIGN HOLDINGS. The percentage of a fund's equity assets represented by stocks
or American Depositary Receipts of companies based outside the United States.
--------------------------------------------------------------------------------
MEDIAN  MARKET  CAP.  An  indicator  of the  size of  companies  in which a fund
invests;  the  midpoint  of  market   capitalization   (market  price  x  shares
outstanding) of a fund's stocks, weighted by the proportion of the fund's assets
invested  in each  stock.  Stocks  representing  half of the fund's  assets have
market capitalizations above the median, and the rest are below it.
--------------------------------------------------------------------------------
PRICE/BOOK  RATIO.  The share price of a stock divided by its net worth, or book
value,  per share.  For a fund,  the weighted  average  price/book  ratio of the
stocks it holds.
--------------------------------------------------------------------------------
PRICE/EARNINGS  RATIO.  The ratio of a stock's  current  price to its  per-share
earnings over the past year. For a fund, the weighted  average P/E of the stocks
it holds. P/E is an indicator of market expectations about corporate  prospects;
the higher the P/E, the greater the expectations for a company's future growth.
--------------------------------------------------------------------------------
R-SQUARED.  A measure of how much of a fund's past  returns can be  explained by
the returns from the overall market (or its benchmark  index). If a fund's total
return  were  precisely  synchronized  with the  overall  market's  return,  its
R-squared  would  be 1.00.  If a  fund's  returns  bore no  relationship  to the
market's returns, its R-squared would be 0.
--------------------------------------------------------------------------------
RETURN ON  EQUITY.  The annual  average  rate of return  generated  by a company
during the past five years for each dollar of  shareholder's  equity (net income
divided by  shareholder's  equity).  For a fund, the weighted  average return on
equity for the companies whose stocks it holds.
--------------------------------------------------------------------------------
TURNOVER  RATE. An indication of trading  activity  during the past year.  Funds
with high turnover rates incur higher  transaction  costs and are more likely to
distribute capital gains (which are taxable to investors).
--------------------------------------------------------------------------------
YIELD.  A snapshot of a fund's  income from interest and  dividends.  The yield,
expressed  as a  percentage  of the fund's net asset  value,  is based on income
earned over the past 30 days and is  annualized,  or  projected  forward for the
coming  year.  The  index  yield  is  based on the  current  annualized  rate of
dividends paid on stocks in the index.
--------------------------------------------------------------------------------

                                       9
<PAGE>

PERFORMANCE SUMMARY
 for Growth Equity 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 (%)        MARCH 11, 1992-SEPTEMBER 30, 2000

[CHART]
                GROWTH EQUITY FUND          RUSSELL 1000 GROWTH INDEX

1992                           1.9                                4.7
1993                          26.6                                6.0
1994                          -3.0                                5.8
1995                          20.6                               32.2
1996                          22.9                               21.4
1997                          32.6                               36.3
1998                          10.7                               11.1
1999                          38.2                               34.9
2000                          51.1                               23.4
---------------------------------------------------------------------
See Financial Highlights table on page 17 for dividend and
capital gains information for the past five years.
---------------------------------------------------------------------


------------------------------------------------------------------------------
CUMULATIVE PERFORMANCE                       MARCH 11, 1992-SEPTEMBER 30, 2000

[CHART]                             AVERAGE ANNUAL TOTAL RETURNS
                                 PERIODS ENDED SEPTEMBER 30, 2000
                                ---------------------------------- FINAL VALUE
                                                           SINCE  OF A $10,000
                                   1 YEAR    5 YEARS   INCEPTION    INVESTMENT
------------------------------------------------------------------------------
Growth Equity Fund                 51.07%     30.37%      22.53%       $56,878
Average Large-Cap Growth Fund*     30.33      25.06       19.92         47,295
Russell 1000 Growth Index          23.43      25.07       19.97         47,478
Wilshire 5000 Index                17.67      20.46       17.95         41,060
------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.
------------------------------------------------------------------------------


----------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS                PERIODS ENDED SEPTEMBER 30, 2000

                                                        SINCE INCEPTION
                       INCEPTION                  --------------------------
                            DATE   1 YEAR  5 YEARS CAPITAL   INCOME    TOTAL

Growth Equity Fund     3/11/1992   51.07%   30.37%  22.12%    0.41%   22.53%
----------------------------------------------------------------------------

                                       10
<PAGE>


A REPORT
  on Your Fund's After-Tax Returns

This  table  presents  pre-tax  and  after-tax  returns  for  your  fund  and an
appropriate  peer group of mutual  funds.  The after-tax  returns  represent the
fund's  past  results  only  and  should  not be  used  to  predict  future  tax
efficiency.

     If you  own the  fund  in a  tax-deferred  account  such  as an  individual
retirement  account or a 401(k),  this  information  does not apply to you. Such
accounts are not subject to current taxes.

     Income  taxes  can  have  a  considerable  impact  on a  fund's  return--an
important  consideration for investors who own mutual funds in taxable accounts.
While the pre-tax return is most often used to tally a fund's  performance,  the
fund's  after-tax  return,  which accounts for taxes on distributions of capital
gains and income  dividends,  is an  important  measure of the return  that many
investors actually received.


PRE-TAX AND AFTER-TAX                           PERIODS ENDED SEPTEMBER 30, 2000
AVERAGE ANNUAL TOTAL RETURNS

                               ONE YEAR          FIVE YEARS     SINCE INCEPTION*
                        --------------------------------------------------------
                          PRE-TAX AFTER-TAX  PRE-TAX AFTER-TAX PRE-TAX AFTER-TAX
--------------------------------------------------------------------------------
Vanguard Growth Equity Fund  51.1%     40.3%    30.4%     23.8%   22.5%    18.8%
Average Large Growth Fund**  30.7      28.4     22.6      19.8      --       --
--------------------------------------------------------------------------------
 *March 11, 1992.
**Based on data from  Morningstar,  Inc.  Elsewhere in this report,  returns for
  comparable  funds are derived  from  data  provided by Lipper Inc.,  which may
  differ somewhat.

     The after-tax  return  calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden would be less, and the
after-tax return higher, for those in lower tax brackets.

     We  must  stress  that  because  many   interrelated   factors  affect  how
tax-friendly  a fund may be, it's very  difficult to predict tax  efficiency.  A
fund's tax  efficiency  can be  influenced  by its turnover  rate,  the types of
securities it holds, the accounting  practices it uses, and the net cash flow it
receives.

     Finally, it's important to understand that our calculation does not reflect
the tax effect of your own investment  activities.  Specifically,  you may incur
additional capital gains  taxes--thereby  lowering your after-tax return--if you
decide to sell all or some of your shares.


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

                                                           [PHOTO OF A COMPUTER]
                                         You can use Vanguard's online after-tax
                                                            return calculator at
                                                      www.vanguard.com/?aftertax
                                                    to customize the calculation
                                                       of your after-tax return.

                                       11
<PAGE>



FINANCIAL STATEMENTS
   September 30, 2000

STATEMENT OF NET ASSETS

This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped  and  subtotaled  by asset  type  (common  stocks,  bonds,  etc.) and by
industry sector. Other assets are added to, and liabilities are subtracted from,
the value of Total Investments to calculate the fund's Net Assets.  Finally, Net
Assets are divided by the outstanding  shares of the fund to arrive at its share
price, or Net Asset Value (NAV) Per Share.

At the end of the Statement of Net Assets,  you will find a table displaying the
composition  of the  fund's net  assets on both a dollar  and  per-share  basis.
Because all income and any realized gains must be  distributed  to  shareholders
each year, the bulk of net assets consists of Paid in Capital (money invested by
shareholders).  The amounts shown for  Undistributed  Net Investment  Income and
Accumulated  Net  Realized  Gains  usually  approximate  the  sums  the fund had
available to distribute to shareholders as income  dividends or capital gains as
of  the  statement  date,  but  may  differ  because   certain   investments  or
transactions  may  be  treated  differently  for  financial  statement  and  tax
purposes.  Any Accumulated  Net Realized  Losses,  and any cumulative  excess of
distributions  over net income or net  realized  gains,  will appear as negative
balances.  Unrealized Appreciation  (Depreciation) is the difference between the
market value of the fund's  investments  and their cost,  and reflects the gains
(losses) that would be realized if the fund were to sell all of its  investments
at their statement-date values.


-------------------------------------------------------------------------
                                                                   MARKET
                                                                   VALUE*
GROWTH EQUITY FUND                                 SHARES           (000)
-------------------------------------------------------------------------
COMMON STOCKS (98.6%)
-------------------------------------------------------------------------
CONSUMER DISCRETIONARY (9.1%)
* America Online, Inc.                            516,600       $  27,767
  The Walt Disney Co.                             238,520           9,123
  Home Depot, Inc.                                163,110           8,655
* Commerce One, Inc.                               95,810           7,521
* EchoStar Communications Corp.                   117,400           6,193
* Gemstar-TV Guide
   International, Inc.                             62,130           5,417
* TMP Worldwide, Inc.                              59,600           4,798
* CDW Computer Centers, Inc.                       57,690           3,981
* Best Buy Co., Inc.                               62,030           3,947
* Kohl's Corp.                                     57,560           3,320
* Starbucks Corp.                                  79,330           3,178
                                                                 --------
                                                                $  83,900
                                                                 --------
CONSUMER STAPLES (2.6%)
* The Kroger Co.                                  312,070           7,041
  PepsiCo, Inc.                                   151,320           6,961
  Sysco Corp.                                     111,810           5,178
* Safeway, Inc.                                    94,700           4,421
                                                                 --------
                                                                $  23,601
                                                                 --------
ENERGY (1.8%)
* AES Corp.                                       121,710           8,337
  Enron Corp.                                      94,080           8,244
                                                                 --------
                                                                $  16,581
                                                                 --------
FINANCIAL SERVICES (2.6%)
  American International
   Group, Inc.                                     75,250           7,200
  Charles Schwab Corp.                            134,630           4,779
  Providian Financial Corp.                        31,950           4,058
  Automatic Data Processing, Inc.                  59,850           4,002
  Paychex, Inc.                                    70,620           3,707
                                                                 --------
                                                                $  23,746
                                                                 --------
HEALTH CARE (14.1%)
  Pfizer, Inc.                                    797,834          35,853
  American Home Products Corp.                    220,240          12,457
* Amgen, Inc.                                     173,650          12,126
  Pharmacia Corp.                                 184,452          11,102
* Genentech, Inc.                                  57,960          10,762
  HCA-The Healthcare Co.                          223,640           8,303
  Medtronic, Inc.                                 140,170           7,262
* PE Corp.-Celera Genomics Group                   71,200           7,093
  Abbott Laboratories                             138,540           6,589
  Baxter International, Inc.                       80,750           6,445
* Serono SA                                       198,930           6,018
* MedImmune Inc.                                   74,220           5,734
                                                                 --------
                                                                $ 129,744
                                                                 --------
PRODUCER DURABLES (3.5%)
  Nokia Corp. ADR                                 348,040          13,856
  United Technologies Corp.                        92,290           6,391

                                       12
<PAGE>



-------------------------------------------------------------------------
                                                                   MARKET
                                                                   VALUE*
                                                   SHARES           (000)
-------------------------------------------------------------------------
* Waters Corp.                                     65,840       $   5,860
  Tektronix, Inc.                                  42,710           3,281
* Polycom, Inc.                                    40,180           2,691
                                                                 --------
                                                                $  32,079
                                                                 --------
TECHNOLOGY (52.8%)
  COMMUNICATIONS TECHNOLOGY (21.4%)
* Cisco Systems, Inc.                           1,173,260          64,823
  Corning, Inc.                                    80,790          23,995
  Nortel Networks Corp.                           291,190          17,344
* CIENA Corp.                                     121,900          14,971
* Juniper Networks, Inc.                           57,660          12,624
* Brocade Communications
   Systems, Inc.                                   50,910          12,015
* JDS Uniphase Corp.                               96,910           9,176
* Extreme Networks, Inc.                           41,290           4,728
* Sycamore Networks, Inc.                          42,340           4,573
* Metromedia Fiber Network, Inc.                  185,540           4,511
* Aether Systems, Inc.                             39,890           4,208
* Redback Networks Inc.                            24,190           3,967
* TyCom, Ltd.                                     102,360           3,928
* ONI Sytems Corp.                                 42,130           3,636
* Sonus Networks, Inc.                             27,610           3,489
* Finisar Corp.                                    69,350           3,355
* Avici Systems Inc.                               29,090           2,767
* Turnstone Systems, Inc.                          54,380           2,522

COMPUTER SERVICES SOFTWARE & SYSTEMS (12.4%)
* Oracle Corp.                                    346,620          27,296
* Veritas Software Corp.                           82,265          11,682
* VeriSign, Inc.                                   45,404           9,197
* Siebel Systems, Inc.                             79,730           8,875
* Ariba, Inc.                                      61,780           8,851
* i2 Technologies, Inc.                            46,000           8,605
* BEA Systems, Inc.                                96,100           7,484
* Check Point Software
   Technologies Ltd.                               44,760           7,050
* Intuit, Inc.                                    118,220           6,738
* Micromuse Inc.                                   22,590           4,539
* Phone.com, Inc.                                  38,660           4,393
* Rational Software Corp.                          60,740           4,214
* Mercury Interactive Corp.                        26,110           4,093
* Quest Software, Inc.                             16,370           1,017

COMPUTER TECHNOLOGY (9.7%)
* EMC Corp.                                       352,590          34,950
* Sun Microsystems, Inc.                          263,920          30,813
* Network Appliance, Inc.                          60,010           7,644
* Palm, Inc.                                      139,710           7,396
* Corvis Corp.                                     72,220           4,409
* StorageNetworks, Inc.                            40,030           4,091

ELECTRONICS (1.1%)
* Flextronics International Ltd.                   75,910           6,234
* Sanmina Corp.                                    43,000           4,026

ELECTRONICS--SEMICONDUCTORS/COMPONENTS (7.8%)
* PMC Sierra Inc.                                  45,950           9,891
* Celestica, Inc.                                 126,520           8,761
* Applied Micro Circuits Corp.                     42,230           8,744
* Broadcom Corp.                                   35,760           8,716
* Xilinx, Inc.                                     81,560           6,984
* Vitesse Semiconductor Corp.                      74,090           6,589
* SDL, Inc.                                        20,670           6,366
* Jabil Circuit, Inc.                             111,900           6,350
* Marvell Technology Group Ltd.                    54,490           4,203
   PerkinElmer, Inc.                               31,460           3,284
* GlobeSpan, Inc.                                  15,270           1,863

SCIENTIFIC EQUIPMENT & SUPPLIES (0.4%)
  Newport Corp.                                    21,480           3,421
                                                                 --------
                                                                $ 485,401
                                                                 --------
UTILITIES (2.4%)
* Qwest Communications
   International Inc.                             186,700           8,973
* Global Crossing Ltd.                            227,560           7,054
* Southern Energy, Inc.                           185,170           5,810
                                                                 --------
                                                                $  21,837
                                                                 --------
OTHER (9.7%)
  General Electric Co.                          1,538,050          88,726
                                                                 --------
-------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (Cost $831,420)                                               $ 905,615
-------------------------------------------------------------------------

                                                             FACE
                                                           AMOUNT
                                                            (000)
-------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (4.2%)
-------------------------------------------------------------------------
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled Cash Account
  6.46%, 10/2/2000--Note F                               $ 15,985  15,985
  6.50%, 10/2/2000                                         22,430  22,430
-------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (Cost $38,415)                                                   38,415
-------------------------------------------------------------------------
TOTAL INVESTMENTS (102.8%)
  (Cost $869,835)                                                 944,030
-------------------------------------------------------------------------

                                       13
<PAGE>

-------------------------------------------------------------------------
                                                                   MARKET
                                                                   VALUE*
GROWTH EQUITY FUND                                                  (000)
-------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES--NET
  (-2.8%)                                                       $(25,845)
-------------------------------------------------------------------------
NET ASSETS (100%)
-------------------------------------------------------------------------
Applicable to 49,163,261 outstanding $.001
  par value shares of beneficial interest
  (unlimited authorization)                                     $ 918,185
=========================================================================
NET ASSET VALUE PER SHARE                                       $   18.68
=========================================================================
*See Note A in Notes to Financial Statements.
*Non-income-producing security.
ADR--American Depositary Receipt.

-------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
-------------------------------------------------------------------------
ASSETS
  Investments in Securities, at Value                           $ 944,030
  Receivables for Investment Securities Sold                       50,412
  Other Assets--Note C                                             13,677
  Total Assets                                                  1,008,119
LIABILITIES
  Payables for Investment Securities Purchased                     72,383
  Other Liabilities--Note F                                        17,551
  Total Liabilities                                                89,934
-------------------------------------------------------------------------
NET ASSETS                                                      $ 918,185
=========================================================================


------------------------------------------------------------------------------
AT SEPTEMBER 30, 2000, NET ASSETS CONSISTED OF:
------------------------------------------------------------------------------
                                                   AMOUNT                  PER
                                                    (000)                SHARE
------------------------------------------------------------------------------
Paid in Capital                                 $ 851,096              $ 17.31
Undistributed Net
  Investment Income                                    --                   --
Accumulated Net
  Realized Losses--Note D                          (7,106)                (.14)
Unrealized Appreciation--Note E                    74,195                 1.51
------------------------------------------------------------------------------
NET ASSETS                                      $ 918,185              $ 18.68
==============================================================================

                                       14
<PAGE>



STATEMENT OF OPERATIONS

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

----------------------------------------------------------------------------
                                                          GROWTH EQUITY FUND
                                               YEAR ENDED SEPTEMBER 30, 2000
                                                                       (000)
----------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
  Dividends                                                        $  1,120
  Interest                                                              830
  Security Lending                                                       37
----------------------------------------------------------------------------
  Total Income                                                     $  1,987
----------------------------------------------------------------------------
EXPENSES
  Investment Advisory Fees--Note B                                    1,991
  Administrator and Transfer Agent Fees--Note C                         218
  The Vanguard Group--Note C
   Management and Administrative                                        462
  Custodian Fees                                                           27
  Auditing Fees                                                            25
  Shareholders' Reports                                                    17
  Legal Fees                                                               24
  Trustees' Fees and Expenses                                               3
----------------------------------------------------------------------------
  Total Expenses                                                   $  2,767
  Expenses Paid Indirectly--Note C                                      (80)
----------------------------------------------------------------------------
  Net Expenses                                                     $  2,687
----------------------------------------------------------------------------
NET INVESTMENT LOSS                                                $   (700)
----------------------------------------------------------------------------
REALIZED NET LOSS ON INVESTMENT SECURITIES SOLD                    $ (2,548)
----------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF
  INVESTMENT SECURITIES                                            $ 61,372
----------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS               $ 58,124
============================================================================

                                       15
<PAGE>



STATEMENT OF CHANGES IN NET ASSETS

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


-----------------------------------------------------------------------------
                                                         GROWTH EQUITY FUND
                                                     YEAR ENDED SEPTEMBER 30,
                                                 ----------------------------
                                                        2000             1999
                                                       (000)            (000)
-----------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
 Net Investment Income                            $     (700)      $    (509)
 Realized Net Gain                                $   (2,548)      $  37,857
 Change in Unrealized Appreciation (Depreciation) $   61,372       $     658
-----------------------------------------------------------------------------
   Net Increase in Net Assets Resulting
    from Operations                               $   58,124       $  38,006
-----------------------------------------------------------------------------
DISTRIBUTIONS
 Net Investment Income                                    --              --
 Realized Capital Gain                            $  (41,208)      $ (12,236)
-----------------------------------------------------------------------------
   Total Distributions                            $  (41,208)      $ (12,236)
-----------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS1
 Issued                                           $  834,293       $  39,040
 Issued in Lieu of Cash Distributions             $   39,734       $  11,874
 Redeemed                                         $ (115,582)      $ (31,717)
-----------------------------------------------------------------------------
   Net Increase from Capital Share Transactions   $  758,445       $  19,197
-----------------------------------------------------------------------------
 Total Increase                                   $  775,361       $  44,967
-----------------------------------------------------------------------------
NET ASSETS
 Beginning of Year                                $  142,824       $  97,857
-----------------------------------------------------------------------------
 End of Year                                      $  918,185       $ 142,824
=============================================================================

1Shares Issued (Redeemed)
 Issued                                           $   44,062       $   2,547
 Issued in Lieu of Cash Distributions             $    2,499       $     890
 Redeemed                                         $   (6,389)      $  (2,051)
-----------------------------------------------------------------------------
Net Increase in Shares Outstanding                $   40,172       $   1,386
=============================================================================

                                       16
<PAGE>

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                              GROWTH EQUITY FUND
                                                      YEAR ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING                        -----------------------------------  OCT. 31, 1995, TO      YEAR ENDED
THROUGHOUT EACH PERIOD                          2000       1999      1998      1997    SEP. 30, 1996*   OCT. 31, 1995
----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>        <C>       <C>       <C>               <C>             <C>

NET ASSET VALUE, BEGINNING OF PERIOD         $ 15.88    $ 12.87   $ 16.64   $ 17.03           $ 14.97         $ 12.46
----------------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
 Net Investment Income (Loss)                   (.01)      (.05)     (.05)     (.03)              .02             .10
 Net Realized and Unrealized Gain (Loss)
  on Investments                                7.33       4.66      1.10      4.23              2.91            2.52
----------------------------------------------------------------------------------------------------------------------
  Total from Investment Operations              7.32       4.61      1.05      4.20              2.93            2.62
----------------------------------------------------------------------------------------------------------------------
DISTRIBUTIONS
 Dividends from Net Investment Income             --         --        --        --              (.02)           (.11)
 Distributions from Realized Capital Gains     (4.52)     (1.60)    (4.82)    (4.59)             (.85)             --
----------------------------------------------------------------------------------------------------------------------
  Total Distributions                          (4.52)     (1.60)    (4.82)    (4.59)             (.87)           (.11)
----------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD               $ 18.68    $ 15.88   $ 12.87   $ 16.64           $ 17.03         $ 14.97
======================================================================================================================
TOTAL RETURN                                  51.07%     38.15%    10.71%    32.61%            20.61%          21.15%
======================================================================================================================
RATIOS/SUPPLEMENTAL DATA
 Net Assets, End of Period (Millions)          $ 918      $ 143      $ 98     $ 100              $ 96           $ 116
 Ratio of Total Expenses
  to Average Net Assets                        0.74%      0.96%    1.04%+    1.02%+           1.06%**           1.03%
 Ratio of Net Investment Income (Loss)
  to Average Net Assets                       (0.19%)    (0.42%)    (0.42)   (0.25%)          0.03%**           0.69%
 Portfolio Turnover Rate                        303%       328%      250%      178%              148%            178%
======================================================================================================================
 *The fund's fiscal year-end  changed from October 31 to September 30, effective September 30, 1996.
**Annualized.
 +Expense ratios before waivers and reimbursements of expenses were 1.12% in 1998 and 1.05% in 1997.
</TABLE>

                                       17
<PAGE>



NOTES TO FINANCIAL STATEMENTS

Vanguard  Growth Equity Fund (formerly  Turner Growth Equity Fund) is registered
under the Investment  Company Act of 1940 as a diversified  open-end  investment
company,  or  mutual  fund.  On  May  22,  2000,  Turner  Growth  Equity  Fund's
shareholders  approved its  reorganization  into  Vanguard  Growth  Equity Fund,
effective June 12, 2000.

A. The following  significant  accounting policies conform to generally accepted
accounting  principles for U.S. mutual funds. The fund consistently follows such
policies in preparing its financial statements.

     1. Security  Valuation:  Equity  securities are valued at the latest quoted
sales  prices  as of the  close  of  trading  on the  New  York  Stock  Exchange
(generally  4:00 p.m.  Eastern time) on the valuation  date; such securities not
traded on the valuation date are valued at the mean of the latest quoted bid and
asked  prices.  Prices are taken from the primary  market in which each security
trades. Temporary cash investments are valued at cost, which approximates market
value.  Securities  for which market  quotations  are not readily  available are
valued by methods deemed by the board of trustees to represent fair value.

     2.  Federal  Income  Taxes:  The fund  intends to  continue to qualify as a
regulated   investment  company  and  distribute  all  of  its  taxable  income.
Accordingly,  no provision for federal income taxes is required in the financial
statements.

     3.  Repurchase  Agreements:  The fund,  along  with  other  members  of The
Vanguard  Group,  transfers  uninvested  cash balances to a pooled cash account,
which  is  invested  in  repurchase   agreements  secured  by  U.S.   government
securities.  Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements  mature.  Each agreement  requires that
the market value of the  collateral be sufficient to cover  payments of interest
and principal; however, in the event of default or bankruptcy by the other party
to  the  agreement,  retention  of  the  collateral  may  be  subject  to  legal
proceedings.

     4.  Distributions:  Distributions  to  shareholders  are  recorded  on  the
ex-dividend  date.  Distributions  are  determined on a tax basis and may differ
from net investment  income and realized  capital gains for financial  reporting
purposes. Net investment losses that are applied to reduce required capital gain
distributions are reclassified to accumulated net realized loss.

     5. Other:  Dividend  income is recorded on the ex-dividend  date.  Security
transactions  are accounted for on the date securities are bought or sold. Costs
used to determine  realized gains (losses) on the sale of investment  securities
are those of the specific securities sold.

B. Turner Investment  Partners provides investment advisory services to the fund
for a fee  calculated  at an  annual  percentage  rate of  average  net  assets.
Advisory fees for the period prior to June 12, 2000,  the period from June 12 to
September  30, 2000,  and the full year ended  September  30, 2000,  represented
effective annual rates of 0.75%, 0.41%, and 0.53%, respectively.

C.  Prior  to  June  12,  2000,  SEI  Investments  Mutual  Funds  Services,  SEI
Investments  Distribution  Co.,  and DST Systems  Inc.  acted as  administrator,
distributor,  and transfer agent, respectively,  under agreements with the fund.
Certain  officers  of the fund were also  officers of the  administrator  and/or
distributor.  The administrator and transfer agent received fees of $100,000 and
$118,000, respectively, for the period prior to June 12, 2000. The fund directed
certain  portfolio  trades to brokers who paid a portion of the fund's expenses.
For the period prior to June 12, 2000, directed brokerage  arrangements  reduced
expenses by $80,000 (an annual rate of 0.02% of the fund's average net assets).
     Effective  June 12, 2000,  The Vanguard  Group  furnishes at cost corporate
management,  administrative,  marketing, and distribution services. The costs of
such services are  allocated to the fund under methods  approved by the board of
trustees.  The fund has  committed  to  provide up to 0.40% of its net assets in
capital  contributions  to  Vanguard.  At  September  30,  2000,  the  fund

                                       18
<PAGE>


had  contributed  capital of $154,000 to Vanguard  (included  in Other  Assets),
representing   0.02%  of  the  fund's   net   assets  and  0.2%  of   Vanguard's
capitalization. The fund's trustees and officers are also directors and officers
of Vanguard.

D. During the year ended  September 30, 2000, the fund purchased  $1,815,005,000
of investment  securities and sold $1,109,382,000 of investment securities other
than temporary cash investments.
     For federal tax  purposes,  capital  gains  required to be  distributed  in
December  1999   included  net  gains   realized   through   October  31,  1999.
Subsequently,  the  fund  realized  capital  losses  of  $6,020,000,  which  are
available to offset future net capital gains.

E. At September 30, 2000, net unrealized  appreciation of investment  securities
for  financial  reporting  and  federal  income tax  purposes  was  $74,195,000,
consisting of unrealized  gains of $93,491,000  on securities  that had risen in
value since their purchase and $19,296,000,  in unrealized  losses on securities
that had fallen in value since their purchase.

F. The market value of  securities  on loan to  broker/dealers  at September 30,
2000, was  $15,698,000,  for which the fund held cash collateral of $15,985,000.
The fund invests cash collateral received in repurchase agreements,  and records
a liability for the return of the  collateral,  during the period the securities
are on loan.

                                       19
<PAGE>



REPORT
 of Independent Accountants

To the Shareholders and Trustees of Vanguard Growth Equity Fund

In our  opinion,  the  accompanying  statements  of net assets and of assets and
liabilities  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  Growth Equity Fund (formerly  Turner Growth
Equity  Fund) at  September  30, 2000,  and the results of its  operations,  the
changes in its net assets, and the financial highlights for the year then ended,
in conformity with accounting principles generally accepted in the United States
of America.  These  financial  statements  and financial  highlights  (hereafter
referred to as  "financial  statements")  are the  responsibility  of the Fund's
management;  our  responsibility  is to express  an  opinion on these  financial
statements  based on our  audit.  We  conducted  our  audit  of these  financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  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
audit,  which  included  confirmation  of  securities  at September  30, 2000 by
correspondence with the custodian,  provides a reasonable basis for our opinion.
The statement of changes in net assets for the year ended September 30, 1999 and
the financial highlights for each of the five periods then ended were audited by
other  independent  accountants whose report dated November 8, 1999 expressed an
unqualified opinion on the financial  statements  containing those statements of
changes in net assets and financial highlights.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania

November 1, 2000





--------------------------------------------------------------------------------
SPECIAL 2000 TAX INFORMATION (UNAUDITED) FOR
VANGUARD GROWTH EQUITY FUND

This  information  for the fiscal year ended  September  30,  2000,  is included
pursuant to provisions of the Internal Revenue Code.

The fund  distributed  $15,499,000 as capital gain dividends (from net long-term
capital  gains)  to  shareholders  during  the  fiscal  year,  all of  which  is
designated as a 20% rate gain distribution.

                                       20
<PAGE>




THE PEOPLE
   Who Govern Your Fund

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

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

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

     The list below provides a brief description of each trustee's  professional
affiliations.  The year in which the trustee  joined the Vanguard board is noted
in parentheses.
--------------------------------------------------------------------------------
TRUSTEES

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

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

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

BURTON G. MALKIEL  (1977)  Chemical  Bank  Chairman's  Professor  of  Economics,
Princeton  University;  Director of Prudential  Insurance Co. of America,  Banco
Bilbao  Argentaria,  Gestion,  BKF Capital,  The Jeffrey Co., NeuVis,  Inc., and
Select Sector SPDR Trust.

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

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

J. LAWRENCE WILSON (1985) Retired Chairman and Chief Executive Officer of Rohm &
Haas Co.; Director of AmeriSource  Health  Corporation,  Cummins Engine Co., and
The Mead Corp.; Trustee of Vanderbilt University.
--------------------------------------------------------------------------------
OTHER FUND OFFICERS

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

THOMAS J. HIGGINS,  Treasurer;  Principal of The Vanguard Group, Inc.; Treasurer
of each of the investment companies in The Vanguard Group.
--------------------------------------------------------------------------------
VANGUARD MANAGING DIRECTORS

R. GREGORY BARTON, Legal Department.
ROBERT A. DISTEFANO, Information Technology.
JAMES H. GATELY, Direct Investor Services.
KATHLEEN C. Gubanich, Human Resources.
IAN A. MACKINNON, Fixed Income Group.
F. WILLIAM MCNABB, III, Institutional Investor Group.
MICHAEL S. MILLER, Planning and Development.
RALPH K. PACKARD, Chief Financial Officer.
GEORGE U. SAUTER, Quantitative Equity Group.
--------------------------------------------------------------------------------
                                 JOHN C. BOGLE
               Founder; Chairman and Chief Executive, 1974-1996.
<PAGE>

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