VANGUARD EQUITY INCOME FUND INC
N-30D, 2000-05-26
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<PAGE>

VANGUARD(R)
EQUITY INCOME FUND

March 31, 2000

[SHIP PHOTO]
SEMIANNUAL REPORT

[THE VANGUARD GROUP LOGO]

<PAGE>


      HAVE THE PRINCIPLES OF INVESTING CHANGED?

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

       We don't think so.

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

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

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

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

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

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

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

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

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

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

REPORT FROM THE CHAIRMAN       1         FUND PROFILE                 8

THE MARKETS IN PERSPECTIVE     4         PERFORMANCE SUMMARY         10

REPORT FROM THE ADVISERS       6         FINANCIAL STATEMENTS        11
- --------------------------------------------------------------------------------

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

<PAGE>

REPORT FROM THE CHAIRMAN

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

Vanguard Equity Income Fund had a  disappointing  return of -1.1% during the six
months ended March 31, 2000,  a period when value stocks were  generally  out of
favor.

     The adjacent table presents the six-month total return (capital change plus
reinvested  dividends) for the fund, its average peer, and the unmanaged Russell
1000 Value Index,  which  consists of the value  stocks among the 1,000  largest
U.S. stocks. For reference,  we also present the return of the Standard & Poor's
500 Index, which consists of both growth and value stocks. The fund's return was
4.1 percentage  points behind that of its average peer and 7.0 percentage points
behind that of the Russell 1000 Value Index.

- --------------------------------------------------------------------------------
                                                            TOTAL RETURNS
                                                           SIX MONTHS ENDED
                                                            MARCH 31, 2000
- --------------------------------------------------------------------------------
Vanguard Equity Income Fund                                    -1.1%
- --------------------------------------------------------------------------------
Average Equity Income Fund*                                     3.0%
- --------------------------------------------------------------------------------
Russell 1000 Value Index                                        5.9%
- --------------------------------------------------------------------------------
S&P 500 Index                                                  17.5%
- --------------------------------------------------------------------------------
*Derived from data provided by Lipper Inc.

     The fund's return is based on a decrease in net asset value from $24.14 per
share on  September  30, 1999,  to $22.67 per share on March 31, 2000,  with the
latter  figure  adjusted  for a  dividend  of  $0.34  per  share  paid  from net
investment  income and a distribution  of $0.87 per share paid from net realized
capital gains. The fund's yield as of March 31 was 2.51%.

THE PERIOD IN REVIEW

During the six months,  the remarkably  vibrant U.S. economy completed its 108th
month of uninterrupted  expansion--a record nine full years without a recession.
By the last quarter of 1999, the economy was growing at an astounding 7.3% rate.
The U.S. stock market, as measured by the Wilshire 5000 Total Market Index, rose
an impressive 23.2% for the half-year.

     However,  returns  were  wildly  disparate  within the  market.  Small- and
mid-cap stocks far outpaced  large-cap  companies.  The Wilshire 4500 Completion
Index--  essentially the total U.S. market minus the S&P 500--had a total return
of 42.6%  for the  period.  And  despite a  momentary  rally of  so-called  "old
economy" stocks in late March, the "new economy" group (i.e., technology, media,
and  telecommunications  stocks)  dominated the market,  as it had in 1999.  The
growth  portion  of the S&P 500 Index  gained  24.7%,  while  the value  portion
returned 9.2%. The tech-heavy Nasdaq Composite Index rose 67.3% for the period.

     Meanwhile,  after  years of mostly  nominal  inflation,  the cost of living
seemed to be on the rise,  though much of the increase stemmed from a sharp hike
in oil prices that many analysts  regarded as  temporary.  In March the Consumer
Price Index was 3.7% above its level in March 1999.

     The Federal Reserve Board--fearing that the rapidly growing economy would
spur  rising  prices--took  preemptive  action on March 21,  raising  short-term
interest rates by 25 basis points (0.25 percentage  point) for the fifth time in
nine months.

                                       1
<PAGE>

The Fed's action,  together with the U.S. Treasury's announced plans to buy back
some of its long-term  debt,  caused a relatively  rare  "inversion of the yield
curve"--a  situation  when yields of  short-term  debt exceed those of long-term
bonds.  During the six months,  the 30-year  Treasury bond's yield fell 22 basis
points (0.22  percentage  point) to 5.83%,  while the yield of 3-month  Treasury
bills rose 102 basis points to 5.87%. The Lehman Brothers  Aggregate Bond Index,
a proxy for the entire  taxable bond  market,  posted a total return of 2.1% for
the six months.

PERFORMANCE OVERVIEW

The market's continuing love affair with technology-related  stocks and its lack
of emphasis on dividend-paying  stocks hampered Equity Income Fund's performance
during the first half of our fiscal year. Tech stocks constituted 25% of the S&P
500 Index by market  capitalization  and generated a return of  53.4%--almost 17
percentage  points higher than  producer  durables,  the  second-best-performing
sector.  While our fund's tech  stocks  generated  a 37.0%  return,  this sector
accounted for less than 2% of the fund's assets.

     Equity Income's  underrepresentation in technology is not surprising, given
the fund's  long-standing  goal of providing  both current  income and long-term
capital growth with relatively low volatility. The fund invests predominantly in
large-cap  value  stocks that have  above-average  dividends  and  below-average
prices relative to earnings.  Most technology stocks pay little or no dividends,
and many had price/earnings ratios of 100 or higher during the half-year, with a
number of the best-performing ones showing no earnings.

     Compared with the S&P 500 Index, the fund's overweighting in the relatively
poorly performing  electric utilities and  integrated-oils  sectors did not help
matters.  The fund had almost  three  times the index's  weighting  in large oil
refiners,  whose  stocks did not benefit  much from rising oil prices.  Instead,
rising prices cut into refiners' profits.

     The producer-durables and consumer-discretionary (mainly retailers) sectors
only added to the fund's woes during the period.  However, the weakness in these
sectors provided an opportunity for our advisers to build the fund's holdings of
many high-quality companies at attractive prices.

     Although the stock market has been heavily focused on growth of revenue and
on even the mere  prospect of such  growth,  we continue to believe  that actual
earnings  and  dividends  are what drive  long-term  returns for common  stocks.
Vanguard  Equity  Income Fund  reflects  that belief,  and we will  maintain our
emphasis on solid, dividend-paying stocks as a sound long-term strategy.

- -----------------------------------------------------------------------------
                                                     TOTAL ASSETS MANAGED
                                                     AS OF MARCH 31, 2000
                                                   --------------------------
                                                   $ MILLION         PERCENT
- -----------------------------------------------------------------------------
Newell Associates                                   $1,275              54%

John A. Levin & Company, Inc.                          573              24

Wellington Management Company, LLP                     461              19

Cash Reserve*                                           81               3
- -----------------------------------------------------------------------------
Total                                               $2,390             100%
- -----------------------------------------------------------------------------
*This cash reserve is invested in equity index futures to simulate investment in
stocks; each adviser also maintains a modest cash reserve.

     As you may be aware, as of January 1, 2000,  Wellington Management Company,
LLP,  replaced  Spare,  Kaplan,  Bischel & Associates as one of the fund's three
advisers.  The table at left shows the current  allocation  of assets  among the
advisers, each of which uses its own methodology to pick stocks.

IN SUMMARY

In the first two weeks of April,  just after the end of this  reporting  period,
tech stocks  plummeted,  going into

                                       2
<PAGE>

negative  territory for the calendar year, while value stocks  registered modest
gains. This episode served to show how quickly and unpredictably  market sectors
can move in and out of favor.

     Lacking  a  crystal  ball to tell the  market's  future,  we  advocate  the
tried-and-true  strategy  of  diversification  and  investing  for the long run.
Holding  well-diversified  stock funds,  as well as bond and money market funds,
gives you exposure to the major asset  classes and can help you to maintain your
balance in turbulent  times.  We urge investors to base their plans on their own
goals, time horizon,  and risk tolerance--and to stick with those plans over the
long haul.

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


April 17, 2000


- --------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS

In the past,  the quarterly  income  dividend  that Vanguard  Equity Income Fund
distributed  to  shareholders  was paid at a "set rate" of $0.15 per share.  Any
income the fund earned in excess of the set rate was distributed in the December
income dividend. Beginning with the dividend of $0.14 per share that was paid in
March 2000, the fund will distribute  income on a "pay as you go" basis,  rather
than  according  to a set rate.  This  policy  change  provides  for a more even
distribution of income throughout the year.
- --------------------------------------------------------------------------------
                                       3
<PAGE>


THE MARKETS IN PERSPECTIVE
SIX MONTHS ENDED MARCH 31, 2000

A strong economy and an extraordinary run-up in prices for technology stocks
carried broad market  indexes  higher during a volatile but generally  rewarding
six months ended March 31, 2000.

         The rise in stocks  was  surprising  in light of higher  inflation  and
rising interest rates,  both of which did some damage to bond prices.  For stock
investors,  however,  worries about  inflation and interest  rates did little to
dampen enthusiasm for technology, telecommunications, and media companies.

     The U.S. economy  continued its rapid growth during the semiannual  period.
Gross domestic  product,  an estimate of total economic  output,  increased at a
7.3% pace,  even after  inflation,  during the final three  months of 1999.  The
economy  expanded by more than 4% during 1999, which is a brisk clip for a large
economy,  especially one that in March completed a record 108 consecutive months
without a recession.

- --------------------------------------------------------------------------------
                                                       TOTAL RETURNS
                                                 PERIODS ENDED MARCH 31, 2000
                                            ------------------------------------
                                            6 MONTHS       1 YEAR       5 YEARS*
- --------------------------------------------------------------------------------
STOCKS
  S&P 500 Index                              17.5%          17.9%        26.8%
  Russell 2000 Index                         26.8           37.3         17.2
  Wilshire 5000 Index                        23.2           24.0         25.9
  MSCI EAFE Index                            17.0           25.4         12.7
- --------------------------------------------------------------------------------
BONDS
  Lehman Aggregate Bond Index                 2.1%           1.9%         7.1%
  Lehman 10 Year Municipal Bond Index         2.2            0.5          6.2
  Salomon Smith Barney 3-Month
     U.S. Treasury Bill Index                 2.6            5.0          5.2
- --------------------------------------------------------------------------------
OTHER
  Consumer Price Index                        1.9%           3.7%         2.5%
- --------------------------------------------------------------------------------
*Annualized.

     Inflation measures sent mixed messages. Higher oil prices did cause the
Consumer Price Index to increase by 1.9% and 3.7% for the six- and  twelve-month
periods  ended  March 31.  But if energy  and food  prices  were  factored  out,
inflation remained tame. Nonetheless,  the Federal Reserve Board, concerned that
rapid  growth and low  unemployment  (around 4% of the  workforce)  would  cause
inflation to build momentum, continued the efforts it began in June 1999 to slow
the economy.  The Fed raised its target for  short-term  interest  rates by 0.25
percentage point on three occasions during the six months,  bringing the federal
funds rate to 6.0%.

U.S. STOCK MARKETS

The  technology  sector  continued  to  dominate  the stock  market  during  the
half-year,  although it suffered  some  setbacks.  Over a five-week  period from
March 10  through  April 14,  technology  stocks  fell  sharply  and the  Nasdaq
Composite  Index,  which is  dominated  by large  tech  issues,  declined  -34%.
However,  for the six months ended March 31, the Nasdaq Composite  registered an
incredible 67.3% return.

     The overall stock market, as measured by the Wilshire 5000 Index,  posted a
23.2% gain.  Large-capitalization  stocks  didn't do quite as well--the  S&P 500
Index returned 17.5%. The small-cap Russell 2000 Index gained 26.8%.

                                       4
<PAGE>

     Computer software and  hardware  companies,  semiconductor  makers,  and an
array of Internet-related  companies powered the advance on Wall Street. Indeed,
one-third  of the 57 companies in the S&P 500's tech group gained more than 100%
during  the  six  months.   A  number  of  tech-related   companies  within  the
producer-durables  and  utility  groups also posted  impressive  gains.  For the
half-year,  technology  stocks,  which  accounted for  one-quarter  of the total
market  capitalization  of the  S&P 500  Index,  gained  53%.  Producer-durables
companies  returned 36%. The oil-drilling  and services  companies in the "other
energy" category benefited from higher oil prices and returned about 30% for the
six months.

     Despite  the  impressive  gains for the market  averages,  many  individual
stocks  declined.  The market's  worst-performing  sectors were consumer staples
(-14%), including large food, beverage, supermarket, and tobacco stocks, and the
materials & processing  group  (-6%),  which was hurt by higher  energy  prices,
competitive pressure from imports, and higher interest rates.

     With demand for stocks  high,  Wall Street came up with new supply:  During
the first  three  months of 2000,  a record $75  billion in new stock was issued
through underwriters.

U.S. BOND MARKETS

The step-by-step  increases in short-term  interest rates by the Federal Reserve
did succeed in elevating other short-term rates. For example,  yields of 3-month
U.S.  Treasury bills rose by 102 basis points (about 1 percentage  point) during
the half-year, from 4.85% on September 30 to 5.87% on March 31. Yields on 3-year
Treasury notes rose about 75 basis points, in line with the Fed's actions.

     But for long-term  Treasury  bonds,  interest rates fell during the period.
This  was due  primarily  to the  federal  government's  budget  surplus,  which
resulted in reduced  issuance of new bonds and steps by the Treasury to buy back
some of its existing  long-term  securities.  This  reduced  supply of long-term
bonds  caused the yield on the 30-year  Treasury  to fall 22 basis  points--from
6.05% to 5.83%--during the half-year. Yields of 10-year Treasury securities rose
only 12 basis points to 6.00% as of March 31.

     Higher  short-term  rates and lower or relatively  stable  long-term  rates
resulted in an inversion in the yield curve. Instead of the usual upward sloping
curve--with yields rising along with the maturity of Treasury securities--yields
were lower for long-term bonds.

     Outside  of the  Treasury  market,  yields  rose and  prices  fell for most
intermediate-  to long-term  corporate  and  municipal  bonds.  The overall bond
market, as measured by the Lehman Aggregate Bond Index, posted a 2.1% return, as
an average price decline of -1.3% offset much of the 3.4% income provided by the
market.

INTERNATIONAL STOCK MARKETS

Stock markets in Europe,  Asia, and many emerging markets produced  double-digit
gains during the half-year as investors  responded to improving  global economic
growth and a rise in  corporate  merger and  acquisition  activity.  The overall
return from developed foreign markets was an excellent 17.0%, as measured by the
Morgan Stanley Capital International Europe, Australasia, Far East (EAFE) Index.

     In Europe, an average return of 27.7% in  local-currency  terms was reduced
to 17.6% for U.S.  investors because of the U.S. dollar's gains against European
currencies.  (Returns from abroad are diminished  when the dollar rises in value
against other  currencies,  and increased  when the dollar falls.) Stocks in the
Pacific region, which is dominated by Japan, returned 15.6% in dollars and 12.8%
in local-currency  terms. The Select Emerging Markets Free Index soared 26.2% in
dollars, led by big gains in Turkey (111%) and Brazil (60%).

                                       5
<PAGE>


REPORT FROM THE ADVISERS

Vanguard  Equity Income  Fund's total return was -1.1% for the fiscal  half-year
ended March 31, 2000. This was quite  disappointing,  as it lagged both the 3.0%
return for the average equity income fund and the 5.9% gain for the Russell 1000
Value Index,  which  consists of the value issues  within the 1,000 largest U.S.
stocks.  The S&P 500 Index,  which  holds both growth  stocks and value  stocks,
posted a 17.5% return.

     During the first six months of the fund's fiscal year, the stock market was
effectively  split in two. One part  comprised  "old  economy"  companies  whose
valuations are driven by corporate and economic fundamentals. The other part was
the "new economy" group of technology and  tech-related  companies,  whose stock
prices were  driven by euphoric  expectations  and  momentum,  with little or no
regard for price level.  Companies governed by the old rules plunged into a bear
market during the autumn and winter of 1999,  while the new economy  stocks shot
up to price levels never before seen in the U.S. market.

     The technology-heavy  Nasdaq Composite Index rose a stunning 67% in the six
month period.  The S&P 500 Index and the Dow Jones Industrial  Average also rose
nicely, by virtue of the considerable overlap of large-capitalization technology
companies in the three market barometers.

     The  extraordinary  performance  of tech  stocks  has  attracted  even  the
supposedly  conservative  managers of mutual funds within  Lipper  Inc.'s Equity
Income Funds category.  The technology-sector  exposure for the 30 largest funds
now averages about 9% of assets and in at least one case is as high as 36%. Your
fund's  exposure  to this sector is only about  2%--the  high prices and low (or
nonexistent) dividend yields of most tech stocks make them inappropriate for us.
However, without a large exposure to tech stocks, it was virtually impossible to
generate strong returns during the past half-year.

CASH FLOWS DRIVING PERFORMANCE

This split of old and new worlds has been  driven,  in part,  by cash flows from
investors,  including mutual funds.  Investors have been withdrawing billions of
dollars  from  managers  of  traditional   value  portfolios  and  sending  that
money--and more--to  aggressive-growth  portfolios.  The managers of value funds
have been forced to sell stocks that they regard as good bargains, driving these
stocks' prices even lower. Meanwhile,  the aggressive-growth  managers have been
doing what they're expected to do--buy the popular stocks even though the prices
may seem ridiculously high.

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

     Even conservative investors, who only a decade ago could scarcely be coaxed
out of bank savings  accounts,  have been embracing the riskiest segments of the
stock market, all on the basis of untested  investment  theories.  No matter how
enticing  the  theories  of the new  economy,  they are  still  in the  realm of
speculation.  Selling conservative stocks after a bull market of nearly 20 years
to buy risky stocks at  unheard-of  price levels is exactly the opposite of what
conservative investors should be doing.

                                       6
<PAGE>

     In the end,  the rules of valuation  will be the same for both  old-economy
and new-economy  stocks. The value of stocks, as for any commercial  enterprise,
ultimately  depends on the profits they  generate.  We recognize  that there are
many great technology  companies that will lead the economy in the decade ahead.
However,   we  also  are  aware   that   investors   have  not  been   carefully
differentiating among these businesses.  When such differentiation occurs, a lot
of capital will be vaporized.

     During March, the final month of the semiannual  period,  the market seemed
to focus more on actual  fundamentals  and less on  theoretical  prospects.  The
result was helpful to your fund--our total return was 11.6% in March,  while the
Nasdaq  Composite Index declined,  posting a -2.6% return.  One month does not a
trend  make,  but  it  did  suggest  what  can  happen  when  fundamentals,  not
expectations, guide the market.

YOUR FUND'S HOLDINGS

Your fund's  holdings  include many companies  whose revenue and earnings growth
are quite  sound.  Some of these  stocks  were  rewarded  during the  half-year,
including Seagate Technology  (+102%),  Northern Trust (+62%), Fox Entertainment
Group (+42%), and Monsanto (+40%). But even among our worst-performing holdings,
a majority  reported  earnings that met or beat  expectations  during the second
fiscal quarter. Unfortunately, the market paid little attention to these stocks.

     Importantly for a fund that seeks to provide  significant  income, a number
of our holdings  boosted their dividends during the period,  including  American
General,  Alcoa,  Citigroup,  3M,  National City,  Washington  Mutual,  and U.S.
Bancorp.  The fund's income yield as of March 31 was 2.5%,  more than double the
1.1% yield of the S&P 500 Index.

     The overall  complexion of the Equity Income Fund changed little during the
half-year.  The biggest  change in sector  commitments  was a decline in utility
holdings from 22.9% of assets a year ago to 18.9% on March 31, 2000.  Six of our
top ten  holdings a year ago remain in the top ten today (Bell  Atlantic,  AT&T,
American Home Products,  Bristol-Myers Squibb,  Pharmacia & Upjohn, and Atlantic
Richfield). None of the other top-ten stocks is new to the fund.

     Looking  forward,  we see that the Federal  Reserve Board may have to raise
rates  further  to  achieve  its  goal  of  slowing  the  economy,   given  that
interest-rate-sensitive  sectors  such as housing and autos  represent a smaller
portion of economic  activity than in the past. Many  corporations say they have
trouble  raising  prices in the  current  competitive  environment,  so they are
concerned that rising wages and commodity prices could squeeze  profits.  On the
other hand,  stronger economic growth outside of the United States suggests good
prospects  for a number of  basic-economy  stocks in the materials & processing,
energy, and producer-durables sectors.

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

April 12, 2000
                                       7
<PAGE>


FUND PROFILE
EQUITY INCOME FUND

This Profile provides a snapshot of the fund's  characteristics  as of March 31,
2000,  compared where  appropriate to an unmanaged  index.  Key elements of this
Profile are defined on page 9.

PORTFOLIO CHARACTERISTICS
- -------------------------------------------------
                      EQUITY INCOME      S&P 500
- -------------------------------------------------

Number of Stocks                180          500
Median Market Cap            $30.6B       $94.4B
Price/Earnings Ratio          18.1x        28.7x
Price/Book Ratio               3.1x         5.7x
Yield                          2.5%         1.1%
Return on Equity              20.4%        24.2%
Earnings Growth Rate           7.3%        16.4%
Foreign Holdings               4.6%         1.2%
Turnover Rate                  46%*           --
Expense Ratio                0.43%*           --
Cash Reserves                  3.5%           --

*Annualized.


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



VOLATILITY MEASURES
- --------------------------------------------
                  EQUITY INCOME     S&P 500
- --------------------------------------------
R-Squared                  0.72        1.00
Beta                       0.75        1.00



TEN LARGEST HOLDINGS
(% OF TOTAL NET ASSETS)
- --------------------------------------------
Exxon Mobil Corp.                      3.6%
Bell Atlantic Corp.                    2.9
AT&T Corp.                             2.5
American Home Products Corp.           2.2
Bristol-Myers Squibb Co.               2.0
Pharmacia & Upjohn, Inc.               1.9
SBC Communications Inc.                1.8
General Electric Co.                   1.7
Atlantic Richfield Co.                 1.6
BellSouth Corp.                        1.5
- --------------------------------------------
Top Ten                               21.7%



<TABLE>
<CAPTION>
SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- ------------------------------------------------------------------------------------------
                                            MARCH 31, 1999          MARCH 31, 2000
                                         -------------------------------------------------
                                             EQUITY INCOME     EQUITY INCOME     S&P 500
                                         -------------------------------------------------
<S>                                               <C>              <C>            <C>
Auto & Transportation .................           3.3%             3.4%           1.9%
Consumer Discretionary ................           6.4              6.3           12.5
Consumer Staples ......................           8.0              7.1            5.0
Financial Services ....................          19.9             20.0           13.5
Health Care ...........................          11.2             12.4            9.0
Integrated Oils .......................          14.8             12.9            4.6
Other Energy ..........................           0.9              2.7            1.7
Materials & Processing ................           6.4              6.0            2.5
Producer Durables .....................           2.5              3.2            4.0
Technology ............................           0.8              2.0           29.4
Utilities .............................          22.9             18.9            9.7
Other                                             2.9              5.1            6.2
- ------------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

TURNOVER RATE. An indication of trading  activity during the period.  Funds with
high  turnover  rates  incur  higher  transaction  costs and are more  likely to
distribute capital gains (which are taxable to investors).

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

                                       9
<PAGE>

PERFORMANCE SUMMARY
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.

<TABLE>
<CAPTION>
TOTAL INVESTMENT RETURNS: MARCH 21, 1988-MARCH 31, 2000
- ----------------------------------------------------------------------------------------------------
            EQUITY INCOME FUND       S&P 500                        EQUITY INCOME FUND       S&P 500
FISCAL   CAPITAL  INCOME    TOTAL     TOTAL             FISCAL   CAPITAL  INCOME    TOTAL     TOTAL
YEAR     RETURN   RETURN   RETURN    RETURN               YEAR    RETURN  RETURN   RETURN    RETURN
- ----------------------------------------------------------------------------------------------------
<S>         <C>    <C>       <C>      <C>               <C>       <C>     <C>      <C>         <C>
1988       5.8%    2.5%      8.3%     3.2%              1995     19.8%    5.0%     24.8%      29.7%
1989      23.8     5.0      28.8     33.0               1996     14.2     4.0      18.2       20.3
1990     -20.5     4.3     -16.2     -9.2               1997     30.0     4.2      34.2       40.4
1991      18.0     8.5      26.5     31.2               1998      6.5     3.0       9.5        9.0
1992       6.4     5.9      12.3     11.1               1999      9.6     3.0      12.6       27.8
1993      14.1     5.1      19.2     13.0               2000*    -2.6     1.5      -1.1       17.5
1994      -6.5     4.3      -2.2      3.7
- -----------------------------------------------------------------------------------------------------
</TABLE>
*Six months ended March 31, 2000.
See  Financial  Highlights  table  on page 16 for  dividend  and  capital  gains
information for the past five years.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED MARCH 31, 2000
- --------------------------------------------------------------------------------------------------
                                                                            10 YEARS
                                   INCEPTION                         -----------------------------
                                     DATE        1 YEAR   5 YEARS    CAPITAL     INCOME    TOTAL
- --------------------------------------------------------------------------------------------------
<S>                                <C>             <C>     <C>        <C>          <C>      <C>
Equity Income Fund                3/21/1988      -0.52%   17.35%      8.63%       4.55%    13.18%
- --------------------------------------------------------------------------------------------------
</TABLE>
                                       10
<PAGE>




FINANCIAL STATEMENTS
MARCH 31, 2000 (UNAUDITED)


STATEMENT OF NET ASSETS

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

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

- --------------------------------------------------------------------------------
                                                                       MARKET
                                                                       VALUE*
EQUITY INCOME FUND                                   SHARES             (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (91.6%)(1)
- --------------------------------------------------------------------------------
AUTO & TRANSPORTATION (3.1%)
  Ford Motor Co.                                    717,091        $   32,941
  Eaton Corp.                                       120,000             9,360
  Union Pacific Corp.                               198,900             7,782
  Norfolk Southern Corp.                            509,258             7,321
  CSX Corp.                                         294,200             6,914
  Genuine Parts Co.                                 233,346             5,571
  The Goodyear Tire & Rubber Co.                    157,500             3,672
                                                           ------------------
                                                                       73,561
                                                           ------------------

CONSUMER DISCRETIONARY (5.8%)
  May Department Stores Co.                         721,804            20,571
  Kimberly-Clark Corp.                              290,075            16,244
  Tribune Co.                                       437,200            15,985
  Eastman Kodak Co.                                 229,224            12,450
  Gillette Co.                                      303,700            11,446
  Black & Decker Corp.                              241,000             9,053
  J.C. Penney Co., Inc.                             586,580             8,725
o Fox Entertainment Group, Inc.
   Class A                                          247,500             7,410
  Avon Products, Inc.                               202,200             5,876
  The McGraw-Hill Cos., Inc.                        124,800             5,678
  The Stanley Works                                 184,400             4,864
  Sears, Roebuck & Co.                              154,829             4,780
  Gannett Co., Inc.                                  62,000             4,363
  Whirlpool Corp.                                    63,500             3,723
  International Flavors &
   Fragrances, Inc.                                 102,400             3,590
  Newell Rubbermaid, Inc.                           138,400             3,434
                                                           ------------------
                                                                      138,192
                                                           ------------------
CONSUMER STAPLES (6.5%)
  Anheuser-Busch Cos., Inc.                         344,100            21,420
  Philip Morris Cos., Inc.                          949,150            20,051
  Procter & Gamble Co.                              239,900            13,494
  Sara Lee Corp.                                    608,300            10,949
  PepsiCo, Inc.                                     305,200            10,548
  Nabisco Holdings Corp. Class A                    292,500             9,415
  The Coca-Cola Co.                                 185,800             8,721
  H.J. Heinz Co.                                    248,940             8,682
  The Quaker Oats Co.                               116,200             7,045
  Albertson's, Inc.                                 216,600             6,715
  General Mills, Inc.                               183,200             6,630
  Kellogg Co.                                       209,100             5,358
  Bestfoods                                         110,401             5,168
  The Clorox Co.                                    143,200             4,654
  Campbell Soup Co.                                 146,500             4,505
  Hershey Foods Corp.                                78,900             3,846
  ConAgra, Inc.                                     193,600             3,509
  UST, Inc.                                         138,900             2,170
  Ralston-Ralston Purina Group                       78,600             2,152
                                                           ------------------
                                                                      155,032
                                                           ------------------
FINANCIAL SERVICES (18.3%)
  Bank of America Corp.                             574,923            30,148
  Marsh & McLennan Cos., Inc.                       272,300            30,038
  The Chase Manhattan Corp.                         330,857            28,847
  First Union Corp.                                 644,530            24,009
  J.P. Morgan & Co., Inc.                           156,000            20,553
  American General Corp.                            356,400            20,003
  Bank One Corp.                                    492,422            16,927
  FleetBoston Financial Corp.                       462,699            16,889
  Aon Corp.                                         483,100            15,580
  Wachovia Corp.                                    227,735            15,386
  XL Capital Ltd. Class A                           272,300            15,079
  CIGNA Corp.                                       170,000            12,877
  First Data Corp.                                  276,450            12,233
  Ace, Ltd.                                         516,000            11,803

                                       11
<PAGE>

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

                                                     MARKET            VALUE*
EQUITY INCOME FUND                                   SHARES             (000)
- --------------------------------------------------------------------------------
  Northern Trust Corp.                              173,600        $   11,729
  The Bank of New York Co., Inc                     273,400            11,363
  Washington Mutual, Inc.                           412,710            10,937
  Lincoln National Corp.                            304,900            10,214
  Equity Residential Properties
   Trust REIT                                       250,000            10,047
  U.S. Bancorp                                      415,349             9,086
  PNC Financial Services Group                      194,694             8,773
  Merrill Lynch & Co., Inc.                          83,416             8,759
o John Hancock Financial
   Services, Inc.                                   450,000             8,128
  Mellon Financial Corp.                            270,900             7,992
  Equity Office Properties
   Trust REIT                                       315,000             7,914
  Citigroup, Inc.                                   128,000             7,592
  St. Paul Cos., Inc.                               221,733             7,567
  MBIA, Inc.                                        140,000             7,289
  The Chubb Corp.                                    92,901             6,277
  Fannie Mae                                        108,300             6,112
  National City Corp.                               293,100             6,045
  KeyCorp                                           278,370             5,289
  Wells Fargo Co.                                   123,165             5,042
  SAFECO Corp.                                      169,500             4,502
  Sun Communities, Inc. REIT                        110,000             3,176
  Urban Shopping Centers,
   Inc. REIT                                         80,000             2,325
  Crescent Real Estate, Inc. REIT                   130,000             2,275
                                                           ------------------
                                                                      438,805
                                                           ------------------
HEALTH CARE (11.3%)
  American Home Products Corp.                      996,300            53,427
  Bristol-Myers Squibb Co.                          821,800            47,459
  Pharmacia & Upjohn, Inc.                          755,074            44,738
  Merck & Co., Inc.                                 438,200            27,223
  Glaxo Wellcome PLC ADR                            371,700            21,303
  Baxter International, Inc.                        263,259            16,503
  Eli Lilly & Co.                                   203,100            12,795
  Johnson & Johnson                                 151,600            10,621
  SmithKline Beecham PLC ADR                        119,600             7,901
  Abbott Laboratories                               215,200             7,572
  Aetna Inc.                                        129,000             7,184
  McKesson HBOC, Inc.                               280,000             5,880
  Columbia/HCA Healthcare Corp.                     155,000             3,923
  Schering-Plough Corp.                             106,600             3,918
                                                           ------------------
                                                                      270,447
                                                           ------------------
INTEGRATED OILS (11.9%)
  Exxon Mobil Corp.                               1,109,282            86,316
  Atlantic Richfield Co.                            451,900            38,411
  BP Amoco PLC ADR                                  573,482            30,430
  Texaco Inc.                                       566,000            30,352
  Chevron Corp.                                     279,646            25,850
  Royal Dutch Petroleum Co. ADR                     393,300            22,639
  Shell Transport & Trading
   Co. ADR                                          275,000            13,492
  Unocal Corp.                                      407,700            12,129
  USX-Marathon Group                                403,100            10,506
  Conoco Inc. Class A                               301,500             7,424
  Phillips Petroleum Co.                            124,800             5,772
                                                           ------------------
                                                                      283,321
                                                           ------------------
OTHER ENERGY (2.4%)
  Williams Cos., Inc.                               547,000            24,034
  Schlumberger Ltd.                                 226,600            17,335
  Baker Hughes, Inc.                                198,400             6,002
  Ultramar Diamond
   Shamrock Corp.                                   154,900             3,931
  Ashland, Inc.                                     110,000             3,678
  Sunoco, Inc.                                      104,000             2,847
  Arch Coal, Inc.                                    27,070               189
                                                           ------------------
                                                                       58,016
                                                           ------------------
MATERIALS & PROCESSING (5.5%)
  Dow Chemical Co.                                  307,829            35,093
  Weyerhaeuser Co.                                  362,200            20,645
  Alcoa Inc.                                        200,000            14,050
  International Paper Co.                           317,252            13,563
  E.I. du Pont de Nemours & Co.                     221,527            11,713
  Eastman Chemical Co.                              204,500             9,305
  The Timber Co.                                    250,000             6,406
  Georgia Pacific Group                             158,000             6,251
  Engelhard Corp.                                   305,000             4,613
  Crown Cork & Seal Co., Inc.                       215,763             3,452
  Temple-Inland Inc.                                 60,400             3,009
o Owens-Illinois, Inc.                               80,500             1,358
  USX-U.S. Steel Group                               40,600             1,015
                                                           ------------------
                                                                      130,473
                                                           ------------------
PRODUCER DURABLES (2.9%)
  Emerson Electric Co.                              343,259            18,150
  Xerox Corp.                                       487,400            12,672
  United Technologies Corp.                         192,116            12,139
  Caterpillar, Inc.                                 182,464             7,196
  Pitney Bowes, Inc.                                155,700             6,958
  The Boeing Co.                                    124,200             4,712
  Lockheed Martin Corp.                             189,500             3,873
  Deere & Co.                                       100,746             3,828
  Thomas & Betts Corp.                               12,300               347
                                                           ------------------
                                                                       69,875
                                                           ------------------
TECHNOLOGY (1.8%)
o Seagate Technology Inc.                           238,400            14,364
  Compaq Computer Corp.                             286,500             7,628
  Rockwell International Corp.                      161,100             6,736
  International Business
   Machines Corp.                                    49,400             5,829
  Hewlett-Packard Co.                                35,100             4,653
  Electronic Data Systems Corp.                      60,000             3,851
                                                           ------------------
                                                                       43,061
                                                           ------------------
UTILITIES (17.4%)
  Bell Atlantic Corp.                             1,132,140            69,202
  AT&T Corp.                                      1,057,752            59,499
  SBC Communications Inc.                         1,038,273            43,607
  BellSouth Corp.                                   763,604            35,889
  U S WEST, Inc.                                    405,036            29,416
  GTE Corp.                                         376,673            26,744
  Potomac Electric Power Co.                        700,200            15,842
  KeySpan Corp.                                     466,236            12,880
  SCANA Corp.                                       485,527            11,926
  Duke Energy Corp.                                 176,452             9,264
  Southern Co.                                      397,310             8,641
  DTE Energy Co.                                    264,500             7,670
  Allegheny Energy, Inc.                            272,000             7,497
  Dominion Resources, Inc.                          171,083             6,576
  Edison International                              392,640             6,503
  ScottishPower PLC ADR                             195,645             6,200
  Pinnacle West Capital Corp.                       206,900             5,832
  NICOR, Inc.                                       172,700             5,688
  Eastern Utilities Associates                      177,600             5,572
  Texas Utilities Co.                               176,296             5,234


                                       12
<PAGE>

- --------------------------------------------------------------------------------
                                                                       MARKET
                                                                       VALUE*
                                                     SHARES             (000)
- --------------------------------------------------------------------------------
  Constellation Energy Group                        158,150        $    5,041
  National Fuel Gas Co.                             100,000             4,456
  PECO Energy Corp.                                 115,000             4,241
  FPL Group, Inc.                                    84,635             3,899
  Questar Corp.                                     200,000             3,713
  Central & South West Corp                         191,600             3,269
  Washington Gas Light Corp.                        120,000             3,263
  Northern States Power Co.                         162,100             3,222
  TECO Energy, Inc.                                 163,400             3,176
  Sempra Energy                                      47,838               801
                                                           ------------------
                                                                      414,763
                                                           ------------------
OTHER (4.7%)
  General Electric Co.                              265,000            41,125
  Minnesota Mining &
   Manufacturing Co.                                326,407            28,907
  Monsanto Co.                                      355,000            18,282
  Honeywell International Inc.                      204,862            10,794
  Cooper Industries, Inc.                           176,000             6,160
  Fortune Brands, Inc.                              159,431             3,986
  Brunswick Corp.                                   210,000             3,977
                                                           ------------------
                                                                      113,231
                                                           ------------------
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (COST $1,549,316)                                                 2,188,777
- --------------------------------------------------------------------------------
CONVERTIBLE PREFERRED STOCKS (0.6%)
- --------------------------------------------------------------------------------
  Owens-Illinois Inc. 4.75% Cvt. Pfd.               294,400             7,967
  Loral Space & Communications
   Ltd. 6.00% Cvt. Pfd.                             137,200             4,253
(3)+Loral Space & Communications
   Ltd. 6.00% Cvt. Pfd.                              57,000             1,824
- --------------------------------------------------------------------------------
TOTAL CONVERTIBLE PREFERRED STOCKS
  (COST $21,833)                                                       14,044
- --------------------------------------------------------------------------------
                                                       FACE
                                                     AMOUNT
                                                      (000)
- --------------------------------------------------------------------------------
CONVERTIBLE BONDS (1.1%)
- --------------------------------------------------------------------------------
Hewlett-Packard Co.
  (3)0.00%, 10/14/2017                            $  24,100            18,205
Security Capital U.S. Realty
  (3)2.00%, 5/22/2003                                 8,300             6,220
Waste Management Inc.
  4.00%, 2/1/2002                                     4,000             3,523
- --------------------------------------------------------------------------------
TOTAL CONVERTIBLE BONDS
  (COST $25,041)                                                       27,948
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (6.2%)(1)
- --------------------------------------------------------------------------------
FEDERAL HOME LOAN MORTGAGE CORP.
(2)  5.77%, 4/20/2000                                 8,000             7,978
REPURCHASE AGREEMENTS
Collateralized by U.S. Government
  Obligations in a Pooled
  Cash Account
  6.12%, 4/3/2000                                   138,849           138,849
  6.14%, 4/3/2000--Note G                             1,155             1,155
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
  (COST $147,980)                                                     147,982
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (99.5%)
  (COST $1,744,170)                                                 2,378,751
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                       FACE            MARKET
                                                     AMOUNT            VALUE*
                                                      (000)             (000)
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (0.5%)
Other Assets--Note C                                               $   32,846
Liabilities--Note G                                                   (21,205)
                                                           ---------------------
                                                                       11,641
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 105,442,002 outstanding $0.001
  par value shares of beneficial interest
  (unlimited authorization)                                        $2,390,392
================================================================================

NET ASSET VALUE PER SHARE                                              $22.67
================================================================================
*See Note A in Notes to Financial Statements.
o Non-Income-Producing Security.
+Non-Income-Producing  Security.  New issue that has not paid a  dividend  as of
March 31, 2000.
(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
 94.8% and 3.0%, respectively, of net assets.
 See Note F in Notes to Financial Statements.
(2)Security segregated as initial margin for open futures contracts.
(3)Security  exempt from  registration  under Rule 144A of theSecurities  Act of
 1933.  These securities may be sold in transactions  exempt from  registration,
 normally to qualified  institutional  buyers.  At March 31, 2000, the aggregate
 value of these securities was $26,249,000, representing 1.1% of net assets.
ADR--American Depositary Receipt.
REIT--Real Estate Investment Trust.

- --------------------------------------------------------------------------------
 AT MARCH 31, 2000, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                                            AMOUNT          PER
                                                             (000)        SHARE
- --------------------------------------------------------------------------------
 Paid in Capital                                        $1,690,086       $16.03
 Overdistributed Net
  Investment Income                                           (608)        (.01)
 Accumulated Net
  Realized Gains                                            62,253          .59
 Unrealized Appreciation--Note F
  Investment Securities                                    634,581         6.02
  Futures Contracts                                          4,080          .04
- --------------------------------------------------------------------------------
 NET ASSETS                                             $2,390,392       $22.67
================================================================================

                                       13

<PAGE>

STATEMENT OF OPERATIONS

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

- --------------------------------------------------------------------------------
                                                           EQUITY INCOME FUND
                                              SIX MONTHS ENDED MARCH 31, 2000
                                                                        (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends                                                       $   36,287
   Interest                                                             4,832
   Security Lending                                                        76
                                                                   -------------
      Total Income                                                     41,195
                                                                   -------------
EXPENSES
   Investment Advisory Fees--Note B
      Basic Fee                                                         2,080
      Performance Adjustment                                             (287)
   The Vanguard Group--Note C
      Management and Administrative                                     3,794
      Marketing and Distribution                                          216
   Custodian Fees                                                          29
   Auditing Fees                                                            9
   Shareholders' Reports                                                   61
   Trustees' Fees and Expenses                                              2
                                                                   -------------
      Total Expenses                                                    5,904
      Expenses Paid Indirectly--Note D                                   (329)
                                                                   -------------
      Net Expenses                                                      5,575
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                  35,620
- --------------------------------------------------------------------------------
REALIZED NET GAIN
   Investment Securities Sold                                          63,220
   Futures Contracts                                                    7,182
- --------------------------------------------------------------------------------
REALIZED NET GAIN                                                      70,402
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
   Investment Securities                                             (168,544)
   Futures Contracts                                                   10,702
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                     (157,842)
- --------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS               $  (51,820)
================================================================================

                                       14

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
                                                                                   EQUITY INCOME FUND
                                                                          ---------------------------------
                                                                             SIX MONTHS                YEAR
                                                                                  ENDED               ENDED
                                                                          MAR. 31, 2000       SEP. 30, 1999
                                                                                  (000)               (000)
- -----------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                 <C>

INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                                                    $   35,620        $     75,905
   Realized Net Gain                                                            70,402             109,251
   Change in Unrealized Appreciation (Depreciation)                           (157,842)            108,420
                                                                          ---------------------------------
      Net Increase (Decrease) in Net Assets Resulting from Operations          (51,820)            293,576
                                                                          ---------------------------------
DISTRIBUTIONS
   Net Investment Income                                                       (39,143)            (78,305)
   Realized Capital Gain                                                      (105,953)            (87,951)
                                                                          ---------------------------------
      Total Distributions                                                     (145,096)           (166,256)
                                                                          ---------------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                                                      194,257             931,840
   Issued in Lieu of Cash Distributions                                        131,229             149,024
   Redeemed                                                                   (746,921)           (576,972)
                                                                          ---------------------------------
      Net Increase (Decrease) from Capital Share Transactions                 (421,435)            503,892
- -----------------------------------------------------------------------------------------------------------
   Total Increase (Decrease)                                                  (618,351)            631,212
- -----------------------------------------------------------------------------------------------------------
NET ASSETS
   Beginning of Period                                                       3,008,743           2,377,531
                                                                          ---------------------------------
   End of Period                                                            $2,390,392          $3,008,743
===========================================================================================================

1Shares Issued (Redeemed)
   Issued                                                                        8,408              37,304
   Issued in Lieu of Cash Distributions                                          5,679               6,175
   Redeemed                                                                    (33,270)            (23,137)
                                                                          ---------------------------------
      Net Increase (Decrease) in Shares Outstanding                            (19,183)             20,342
===========================================================================================================
</TABLE>

                                       15

<PAGE>

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                                         EQUITY INCOME FUND
                                                                       YEAR ENDED SEPTEMBER 30,
FOR A SHARE OUTSTANDING               SIX MONTHS ENDED    -----------------------------------------------------
THROUGHOUT EACH PERIOD                  MARCH 31, 2000        1999        1998       1997      1996      1995
- ---------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>         <C>        <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD            $24.14       $22.80      $22.28     $17.69    $15.65    $13.16
- ---------------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                           .31          .64         .64        .64       .63       .60

   Net Realized and Unrealized Gain (Loss)
      on Investments                              (.57)        2.20        1.44       5.17      2.18      2.56
                                              -----------------------------------------------------------------
      Total from Investment Operations            (.26)        2.84        2.08       5.81      2.81      3.16
                                              -----------------------------------------------------------------
DISTRIBUTIONS

   Dividends from Net Investment Income           (.34)        (.67)       (.67)      (.64)     (.60)     (.58)
   Distributions from Realized Capital Gains      (.87)        (.83)       (.89)      (.58)     (.17)     (.09)
                                              -----------------------------------------------------------------
      Total Distributions                        (1.21)       (1.50)      (1.56)     (1.22)     (.77)     (.67)
- ---------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $22.67       $24.14      $22.80     $22.28    $17.69    $15.65
===============================================================================================================

TOTAL RETURN                                    -1.14%       12.56%       9.54%     34.17%    18.22%    24.77%
===============================================================================================================

RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Period (Millions)         $2,390       $3,009      $2,378     $1,948    $1,309      $967

   Ratio of Total Expenses to
      Average Net Assets                        0.43%*        0.41%       0.39%      0.45%     0.42%     0.47%
   Ratio of Net Investment Income to
      Average Net Assets                        2.59%*        2.59%       2.80%      3.25%     3.69%     4.27%
   Portfolio Turnover Rate                        46%*          18%         23%        22%       21%       31%
===============================================================================================================
</TABLE>
*Annualized.


                                       16

<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 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:  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 proceeding three years.

     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 allocated to Wellington Management Company, LLP.

                                       17

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     The  Vanguard  Group  manages  the cash  reserves of the fund on at at-cost
basis.

     For the six  months  ended  March 31,  2000,  the  aggregate  advisory  fee
represented  an effective  annual basic rate of 0.15% of the fund's  average net
assets before a decrease of $287,000 (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 March 31, 2000,  the fund had  contributed  capital of $455,000 to
Vanguard (included in Other Assets), representing 0.02% of the fund's net assets
and 0.5% of Vanguard's capitalization. The fund's Trustees and officers are also
Directors and officers of Vanguard.

D. The fund has asked its investment advisers to direct certain security trades,
subject to obtaining the best price and execution, to brokers who have agreed to
rebate to the fund part of the  commissions  generated.  Such  rebates  are used
solely to reduce the fund's management and administrative  expenses.  The fund's
custodian  bank has also agreed to reduce its fees when the fund  maintains cash
on deposit in the non-interest-bearing custody account. For the six months ended
March 31, 2000, directed brokerage and custodian fee offset arrangements reduced
expenses  by $322,000  and $7,000,  respectively.  The total  expense  reduction
represented an effective annual rate of 0.02% of the fund's average net assets.

E. During the six months ended March 31, 2000, the fund  purchased  $592,267,000
of investment  securities and sold $1,061,285,000 of investment securities other
than temporary cash investments.

F. At March 31, 2000, net unrealized  appreciation of investment  securities for
financial reporting and federal income tax purposes was $634,581,000, consisting
of unrealized  gains of $745,475,000 on securities that had risen in value since
their  purchase and  $110,894,000  in unrealized  losses on securities  that had
fallen in value since their purchase.

     At March 31, 2000, the aggregate settlement value of open futures contracts
expiring in June 2000 and the related unrealized appreciation were:

- --------------------------------------------------------------------------------
                                                             (000)
                                              ----------------------------------
                                               AGGREGATE
                        NUMBER  OF             SETTLEMENT          UNREALIZED
FUTURES CONTRACTS      LONG CONTRACTS            VALUE            APPRECIATION
- --------------------------------------------------------------------------------
 S&P 500 Index            131                   $49,626              $2,849
 S&P MidCap 400 Index     103                    26,026               1,231
- --------------------------------------------------------------------------------


G. The market value of securities on loan to  broker/dealers  at March 31, 2000,
was  $1,133,000,  for which the fund held cash  collateral of  $1,155,000.  Cash
collateral received is invested in repurchase agreements.


                                       18

<PAGE>

THE VANGUARD(R) FAMILY OF FUNDS

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

BALANCED FUNDS
- ----------------------------------------
Asset Allocation Fund
Balanced Index Fund
Global  Asset   Allocation  Fund
LifeStrategy(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
Insured Long-Term Tax-Exempt
 Fund
Intermediate-Term Bond
 Index Fund
Intermediate-Term  Corporate Fund
Intermediate-Term  Tax-Exempt
 Fund
Intermediate-Term Treasury Fund
Limited-Term Tax-Exempt Fund
Long-Term Bond Index Fund
Long-Term Corporate Fund
Long-Term Tax-Exempt Fund
Long-Term Treasury Fund
Preferred Stock Fund
Short-Term Bond Index Fund
Short-Term  Corporate Fund*
Short-Term  Federal Fund
Short-Term  Tax-Exempt  Fund
Short-Term  Treasury Fund
State Tax-Exempt Bond Funds
(California,  Florida,
 Massachusetts, New Jersey,
 New York, Ohio, Pennsylvania)
Total Bond Market Index Fund*

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

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

*Offers Institutional Shares.



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

                                       19

<PAGE>

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

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

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

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

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

TRUSTEES

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

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

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

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

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

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

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


OTHER FUND OFFICERS

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

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


VANGUARD MANAGING DIRECTORS

R. GREGORY BARTON  Legal Department.

ROBERT A. DISTEFANO  Information Technology.

JAMES H. GATELY  Individual Investor Group.

KATHLEEN C. GUBANICH  Human Resources.

IAN A. MACKINNON  Fixed Income Group.

F. WILLIAM MCNABB, III Institutional Investor Group.

MICHAEL S. MILLER  Planning and Development.

RALPH K. PACKARD  Chief Financial Officer.

GEORGE U. SAUTER  Quantitative Equity Group.


<PAGE>

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

ABOUT OUR COVER

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

WORLD WIDE WEB
www.vanguard.com

FUND INFORMATION
1-800-662-7447

INDIVIDUAL ACCOUNT SERVICES
1-800-662-2739

INSTITUTIONAL INVESTOR SERVICES
1-800-523-1036


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



Q652-052000

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





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