VANGUARD ASSET ALLOCATION FUND INC
N-30D, 1999-11-18
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VANGUARD
ASSET ALLOCATION
FUND

Annual Report
September 30, 1999

[GRAPHIC OF SHIP]

[LOGO A member of The Vanguard Group(R)]

<PAGE>
[PHOTO]
John C. Bogle

FELLOW SHAREHOLDERS:

     TWO ROADS  DIVERGED IN A WOOD,  AND I-I TOOK THE ONE LESS  TRAVELED BY, AND
     THAT HAS MADE ALL THE DIFFERENCE.

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

     BUT I HAVE PROMISES TO KEEP,  AND MILES TO GO BEFORE I SLEEP,  AND MILES TO
     GO BEFORE I SLEEP.

     You have given me your loyalty and friendship over these long years,  and I
deeply  appreciate  your  thousands  of letters of support.  For my part, I will
continue to keep an eagle eye on your  interests,  for you deserve no less.  May
God bless you all, always.
                                                                             /S/
                                                                             JCB
- --------------------------------------------------------------------------------
CONTENTS
REPORT FROM THE CHAIRMAN ..........1      PERFORMANCE SUMMARY ................9
AFTER-TAX RETURNS REPORT ..........4      FUND PROFILE ......................10
THE MARKETS IN PERSPECTIVE ........5      FINANCIAL STATEMENTS ..............14
REPORT FROM THE ADVISER ...........7      REPORT OF INDEPENDENT ACCOUNTANTS .25
- --------------------------------------------------------------------------------
<PAGE>
[PHOTO]
John J. Brennan

REPORT FROM THE CHAIRMAN

Vanguard  Asset  Allocation  Fund  provided a strong 14.7% return for the fiscal
year ended  September 30, 1999, a period during which stocks  provided big gains
but bond prices slumped.  The fund's performance was slightly behind that of the
average flexible  portfolio but a bit ahead of the return of our composite index
of stocks and bonds.
     As you know,  the  fund's  assets  may be split  among  common  stocks  (as
repre-sented by the Standard & Poor's 500 Index), long-term U.S. Treasury bonds,
and cash  equivalents.  The table at right presents our fiscal-year total return
(capital change plus reinvested  dividends) with those of the average  competing
fund and our composite index. We also show returns for indexes  representing the
three asset classes in which the fund invests.
- --------------------------------------------------------
                                        TOTAL RETURNS
                                      FISCAL YEAR ENDED
                                      SEPTEMBER 30, 1999
- --------------------------------------------------------
Vanguard Asset Allocation Fund               14.7%
- --------------------------------------------------------
Average Flexible Portfolio*                  15.5%
- --------------------------------------------------------
Asset Allocation Composite Index**           14.4%
- --------------------------------------------------------
S&P 500 Index                                27.8%
- --------------------------------------------------------
Lehman Brothers Long U.S. Treasury
  Bond Index                                 -7.7
- --------------------------------------------------------
Salomon Smith Barney 3-Month
  U.S. Treasury Bill Index                    4.6
- --------------------------------------------------------
 *Based on data from Lipper Inc.
**65% S&P 500 Index, 35% Lehman Long Treasury Index.

     The fund's  total  return is based on an  increase  in net asset value from
$22.90 per share on September 30, 1998,  to $24.11 on September  30, 1999,  with
the latter figure adjusted for dividends  totaling $0.91 per share paid from net
investment  income and a  distribution  of $1.18 per share paid from net capital
gains realized during 1998. We anticipate making a distribution of roughly $0.75
per share from net realized capital gains in December 1999.

FINANCIAL MARKETS IN REVIEW
At first  blush,  the  performance  of U.S.  stocks  during the 12 months  ended
September  30 appeared to be the latest  chapter in the story of an ongoing bull
market. The Wilshire 5000 Total Market Index, a measure of the entire U.S. stock
market,  returned an  impressive  27.0%  against a backdrop  of strong  economic
growth and low inflation.  But that bountiful return masked significant weakness
during the second half of the  period.  Nearly all of the  Wilshire  5000's gain
came from October 1998 through March 1999, when the index advanced  26.1%.  From
April through September,  the index returned just 0.7%, and it recorded negative
returns during four of the period's final six months.
     When the fiscal  year began,  stocks  were in the early  stages of a swift,
impressive  recovery from the swoon of late-summer  1998, and bonds were basking
in an  environment  that featured  declining  interest  rates and nary a hint of
inflation.  The U.S. economy was growing and international  markets were getting
back on their feet. But around the period's  halfway point,  investors seemed to
focus on the possibility that the U.S. economy's expansion would engender higher
inflation.  The nation's  record trade  deficits,  due in part to the  economy's
strength, became worrisome as the U.S. dollar weakened against the Japanese yen.
Interest rates began to rise and were a burden on both stocks and bonds.


                                       1
<PAGE>
     The shift in sentiment  was felt among all stock market  segments,  even in
the  large-capitalization   stocks  that  for  several  years  have  driven  the
performance of the overall  market.  The S&P 500 Index,  which gained 27.3% from
October through March, returned just 0.4% during the next six months. Gains made
by growth stocks  outstripped those of value stocks by a wide margin. The growth
component of the S&P 500 Index  returned  33.4% during the 12 months,  while the
index's value  shares-those  issues  characterized  by  below-average  prices in
relation to such measures as earnings and book value-returned 21.5%.
     Bond prices slid during the fiscal year amid inflation  fears. The yield of
the 30-year U.S.  Treasury bond, which moves in the opposite  direction from its
price,  rose more than 1  percentage  point on balance.  The 30-year  Treasury's
yield  stood at 6.05% on  September  30, up 107 basis  points  (1.07  percentage
points)  from its level a year  earlier and up 133 basis  points from the low of
4.72% reached in October 1998. The Lehman Aggregate Bond Index, a measure of the
entire  U.S.  bond  market,  provided a total  return for the year of -0.4%.  As
usual, long-term Treasuries were hardest hit by rising interest rates, suffering
a price decline of nearly -14% and recording a 12-month total return of -7.7%.

FISCAL 1999 PERFORMANCE OVERVIEW
The Asset  Allocation  Fund's 14.7% return  during fiscal 1999 trailed the 15.5%
gain of the average  flexible  portfolio and  represented a slight edge over the
14.4% theoretical return of a portfolio invested in our "neutral  allocation" of
65% stocks and 35% bonds. The fund's gains were front-loaded with a total return
of 15.5% for the first half of fiscal  1999.  During the second  half,  the fund
essentially  stayed put amidst  choppy  markets,  recording a slightly  negative
return of -0.7%.
     As  stock  prices  rose and bond  prices  fell,  our  holdings  changed  in
increments from 80% stocks/20%  bonds at the start of the year to 50% stocks/50%
bonds at the end.  These shifts were driven by our  investment  adviser's  asset
allocation model, which is designed to take advantage of perceived imbalances in
the relative prices and expected returns of stocks, bonds, and cash investments.
Our adviser, Mellon Capital Management  Corporation,  made only three changes in
the fund's allocation during the entire year, as detailed in the report starting
on page 7.

LONG-TERM PERFORMANCE OVERVIEW
For more than a decade now, Vanguard Asset Allocation Fund has sought to provide
returns that are  competitive  with those of the  unmanaged  S&P 500 Index while
exhibiting less total  volatility than the index.  This is a lofty goal, but our
investment adviser's disciplined approach has come remarkably close,  especially
in light of the  astonishing  performance of the index and its large-cap  stocks
during this decade.  Over the ten years ended September 30, a shareholder in the
Asset  Allocation  Fund would have received 87% of the average  annual return of
the S&P 500 Index  while  enduring  only 73% of the  volatility,  as measured by
standard deviation.
     As the chart on page 3  illustrates,  the fund's  returns over the past ten
years have averaged 14.6% per year, just 2.2 percentage  points short of the S&P
500 Index's incredible performance and far above the 11.0% annual advance of our
average competitor.
     An  initial  investment  of  $10,000  in the Asset  Allocation  Fund,  with
dividends  and capital gains  reinvested,  would have grown during the decade to
$39,055,  or about  $10,700  more than would  have  accumulated  in the  average
flexible portfolio over the same period. This advantage amounts to more than the
original investment. The adviser

                                       2
<PAGE>


also beat our composite  index, a theoretical  construct that does not incur the
expenses that mutual funds must bear.
     Our margin over our average peer is due in part to our much lower expenses.
The fund's  expense  ratio  (expenses as a percentage  of average net assets) is
0.49%, considerably less than the 1.41% charged by our average competitor.  This
difference-we call it the "Vanguard  advantage"-gives our fund a head start year
after year.

- --------------------------------------------------------------------------------
                                                        TOTAL RETURNS
                                               10 YEARS ENDED SEPTEMBER 30, 1999
                                               ---------------------------------
                                               AVERAGE          FINAL VALUE OF
                                                ANNUAL            A $10,000
                                                 RATE         INITIAL INVESTMENT
- --------------------------------------------------------------------------------
Vanguard Asset Allocation Fund                  14.6%             $39,055
- --------------------------------------------------------------------------------
Average Flexible Portfolio                      11.0%             $28,338
- --------------------------------------------------------------------------------
Asset Allocation Composite Index                14.3%             $38,181
- --------------------------------------------------------------------------------
S&P 500 Index                                   16.8%             $47,334
- --------------------------------------------------------------------------------

     While  investors can  certainly be thankful for the soaring  markets of the
past decade,  it would be unwise to consider  such  performance  the norm.  It's
important to keep in mind that large-cap stocks have historically returned about
11%  annually.  Of course,  there have been wide  year-to-year  fluctuations  in
returns. The future is unpredictable,  but I believe that investors should count
on no more from common stocks than the long-term  historical  average and should
be prepared for periods-maybe extended periods-of returns that are far lower.

IN SUMMARY
Compared with the outsized  returns on large-cap  stocks during fiscal 1999, the
Asset Allocation Fund's gain may seem modest.  But even though our bond holdings
detracted from returns this year,  they have in other periods  provided a strong
lift.  Just last fiscal year,  in fact,  when the S&P 500 Index  recorded a 9.0%
advance, the Lehman Long Treasury Index soared 22.1%.
     It is precisely  because  stocks and bonds do not move in lockstep  that we
believe  most  investors  should hold a balanced  portfolio of stocks and bonds,
along with cash investments, in accordance with their own investment goals, time
horizon, and tolerance for risk. Creating such a balanced plan and sticking with
it through  both the good times and the  inevitable  bad times is a  time-tested
approach to long-term investment success.

/S/
John J. Brennan
Chairman and Chief Executive Officer                            October 15, 1999
================================================================================
A NOTE OF THANKS TO OUR FOUNDER
================================================================================
As you may have read on the inside  cover of our report,  our  founder,  John C.
Bogle,  is retiring  December  31, 1999,  as Senior  Chairman of our Board after
nearly 25 years of devoted  service to Vanguard and our  shareholders.  Vanguard
investors  have Jack to thank for  creating a truly  mutual  mutual fund company
that operates solely in the interest of its fund  shareholders.  And mutual fund
investors  everywhere have benefited from his energetic  efforts to improve this
industry.  Finally, on a personal note, I am forever grateful to Jack for giving
me the opportunity to join this great company in 1982.


                                       3
<PAGE>

A REPORT OF YOUR FUND'S AFTER-TAX RETURNS
Beginning  with this annual  report,  Vanguard is pleased to provide a review of
the Asset  Allocation  Fund's  after-tax  performance.  The figures on this page
demonstrate  the  considerable  impact that  federal  income taxes can have on a
fund's return-an  important  consideration for investors who own mutual funds in
taxable  accounts.  While the pretax return is most often used to tally a fund's
performance,   the  fund's  after-tax  return,   which  accounts  for  taxes  on
distributions of capital gains and income dividends,  is a better representation
of the  return  that  many  investors  actually  received.  If you own the Asset
Allocation  Fund in a  tax-deferred  account  such as an  individual  retirement
account or a 401(k),  this  information does not apply to you. Such accounts are
not subject to current taxes.
     The table below presents the pretax and after-tax returns for your fund and
an appropriate peer group of mutual funds. Two things to keep in mind:
     o The after-tax return calculations use the top federal income tax rates in
effect at the time of each  distribution.  The tax burden,  therefore,  would be
somewhat  less, and the after-tax  return  somewhat more, for those in lower tax
brackets.
     o The peer funds' returns are provided by Morningstar,  Inc.  (Elsewhere in
this report,  returns for comparable  mutual funds are based on data from Lipper
Inc. and may differ somewhat.)

- --------------------------------------------------------------------------------
                             AVERAGE ANNUAL RETURNS: PRETAX AND AFTER-TAX
                                    PERIODS ENDED SEPTEMBER 30, 1999
                        --------------------------------------------------------
                               1 YEAR           5 YEARS            10 YEARS
                        ------------------ -----------------   -----------------
                        PRETAX  AFTER-TAX  PRETAX  AFTER-TAX   PRETAX  AFTER-TAX
- --------------------------------------------------------------------------------
Asset Allocation Fund   14.7%    11.5%      20.4%    17.4%      14.6%    12.0%
Average Domestic
  Hybrid Fund*          11.5     9.1        13.7     10.9       10.8     8.2
- --------------------------------------------------------------------------------
*Based on data from Morningstar, Inc.

     As you can see, the Asset  Allocation  Fund's  pretax total return of 14.7%
for the 12 months ended  September 30, 1999,  was reduced by taxes to 11.5%.  In
other words, for investors in the highest tax bracket,  the fund's pretax return
was cut by 3.2 percentage  points.  In comparison,  the average  comparable fund
earned a pretax return of 11.5% and an after-tax return of 9.1%, a difference of
2.4 percentage points.
     Over longer periods,  the Asset Allocation Fund's performance,  both before
and after taxes,  compares favorably with that of its average peer. Over the ten
years ended  September  30,  1999,  both your fund and its average peer lost 2.6
percentage  points to taxes,  but the Asset  Allocation  Fund generated a higher
return-before and after taxes.
     We  must  stress  that  because  many   interrelated   factors  affect  how
tax-friendly  a fund may be, it's very  difficult to predict tax  efficiency.  A
fund's tax  efficiency  can be  influenced  by its turnover  rate,  the types of
securities it holds, the accounting  practices it uses when selling shares,  and
the net cash flow it receives.
     Finally, it's important to understand that our calculation does not reflect
the tax effect of your own investment  activities.  Specifically,  you may incur
additional  capital gains  taxes-thereby  lowering your after-tax  return-if you
decide to sell all or some of your shares.

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

                                       4
<PAGE>

THE MARKETS IN PERSPECTIVE
YEAR ENDED SEPTEMBER 30, 1999

The fiscal  year ended  September  30,  1999,  was, in a sense,  two  distinctly
different  periods.  During the first half of the year, stock markets  rebounded
sharply  from the  crisis of  confidence  that had shaken  investors  during the
summer of 1998.  Then,  during the second half, fears of a global economic slump
gave  way  to  optimism  about  improving  business  activity.   Indeed,  a  new
concern-that  economic  growth  might be getting out of  hand-came  to the fore,
causing  interest  rates to rise and bond prices to fall,  depressing  the total
returns on bonds and cooling off the hot U.S. stock market.

U.S. STOCK MARKETS
A robust U.S. economy and rising  expectations for corporate earnings buoyed the
U.S.  stock  market,  especially  during  the  first  half of the  fiscal  year.
Consumers,  whose spending accounts for roughly two-thirds of economic activity,
spent like never before,  encouraged by rising wealth from a long bull market, a
bright employment  picture  (unemployment was at a slim 4.2% of the workforce in
September),  and rising incomes (after-tax personal income in August was up 5.2%
from a year earlier).  Indeed, on average,  U.S. households in August spent just
above  $1.01 for every  $1.00 of  after-tax  income,  dipping  into  savings  or
borrowing to finance some of their purchases.
- --------------------------------------------------------------------------------
                                                   AVERAGE ANNUAL RETURNS
                                               PERIODS ENDED SEPTEMBER 30, 1999
                                           -------------------------------------
                                            1 YEAR         3 YEARS       5 YEARS
- --------------------------------------------------------------------------------
STOCKS
     S&P 500 Index                           27.8%          25.1%          25.0%
     Russell 2000 Index                      19.1            8.7           12.4
     Wilshire 5000 Index                     27.0           21.9           22.7
     MSCI EAFE Index                         31.3           10.7            9.4
- --------------------------------------------------------------------------------
BONDS
     Lehman Aggregate Bond Index             -0.4%           6.8%           7.8%
     Lehman 10 Year Municipal Bond Index     -0.5            5.9            6.8
     Salomon Smith Barney 3-Month
       U.S. Treasury Bill Index               4.6            5.0            5.2
- --------------------------------------------------------------------------------
OTHER
     Consumer Price Index                     2.6%           2.1%           2.4%
- --------------------------------------------------------------------------------
     During  the first half of the  period,  the stock  market  rose  26.1%,  as
measured by the Wilshire 5000 Total Market Index.  Investor confidence,  already
high due to the booming  economy,  was bolstered by easier  monetary  policy-the
Federal Reserve's Open Market Committee cut short-term interest rates a total of
0.75  percentage  point during  autumn 1998.  However,  stock returns were muted
during  the  second  half of the  fiscal  year,  when  the Fed  acted  to  boost
short-term rates to slow the economy and reduce inflationary  pressures.  Higher
rates tend to hurt stock prices  because  many  investors  use current  interest
rates to discount the value of a stock's projected  earnings and dividends.  And
the higher the rate,  the more  future  earnings  are  discounted,  and the less
investors are willing to pay for the stock now. After a second-half gain of just
0.7%,  the Wilshire 5000 Index recorded a 27.0% return for the full fiscal year.
A rise in corporate profits helped stock investors  overcome their worries about
higher interest rates.
     Big stocks  outperformed  small stocks  during the fiscal year,  and growth
stocks  outpaced  value stocks.  The S&P 500 Index,  which is made up largely of
large-capitalization

                                       5
<PAGE>
stocks,  gained  27.8%,  while the  small-cap  Russell 2000 Index posted a 19.1%
return. Large and small growth stocks-whose high prices in relation to earnings,
book   value,   and   dividends    indicate   high   expectations   for   future
growth-outdistanced  value stocks,  posting  gains of roughly 33%.  Value stocks
within the S&P 500 Index  gained  21.5%,  while the value  stocks in the Russell
2000 recorded a meager 5.8% return.
     The market's  leaders were large-cap  technology  stocks,  which as a group
posted a gain of 77% during the year.  Big gains also were  posted by  retailers
and  other  members  of the  consumer-discretionary  sector  (up 34%) and by the
producer-durables  sector  (up  45%),  which  includes  engine,  machinery,  and
aircraft makers. The weakest sectors were consumer staples (a -1% return), where
food and beverage company stocks were hurt by disappointing earnings, and health
care (up 1%),  where  stocks  suffered  from  weaker-than-expected  earnings and
concerns about government efforts to limit health-care spending.

U.S. BOND MARKETS
The  powerful  economic  growth  that helped  stocks was seen as a negative  for
bonds.  Investors and Federal Reserve policymakers alike worried that growth was
so strong it was bound to push up inflation.  However,  the Consumer Price Index
rose a relatively modest 2.6% during the 12-month period.
     The  Fed,  having  lowered  interest  rates  late in 1998 to help  fuel the
economy,   reversed  its  stance  and  tapped  on  the   monetary   brakes  with
quarter-point  rate increases on June 30 and again on August 24. The Fed said it
sought to "diminish the risk of rising inflation."
     Yields of long-term U.S.  Treasury bonds rose by 1 to 1.5 percentage points
during the fiscal year.  The yield of the 30-year  Treasury bond  increased 1.07
percentage points (107 basis points), from 4.98% on September 30, 1998, to 6.05%
a year later.  The yield of the 10-year  Treasury,  a key benchmark for mortgage
loans, rose 146 basis points,  from 4.42% to 5.88%.  Three-month  Treasury bills
rose on balance by 49 basis points, from 4.36% to 4.85%.
     The Lehman  Brothers  Aggregate  Bond  Index,  a  benchmark  for the entire
taxable bond market,  posted a negative -0.4% return, as interest income of 6.1%
from bonds was more than offset by an average  price  decline of -6.5%.  Returns
were somewhat higher for high-yield (junk) bonds and mortgage-backed  securities
such as GNMAs.

INTERNATIONAL STOCK MARKETS
International  markets  recorded big gains during the 12 months ended  September
30. The Morgan  Stanley  Capital  International  Europe,  Australasia,  Far East
(EAFE) Index provided a 31.3% return for U.S.  investors.  Gains were especially
large in the Pacific  region,  where the MSCI  Pacific Free Index posted a 70.2%
return for the fiscal year. Currency fluctuations, principally the U.S. dollar's
slide versus the Japanese yen,  accounted for more than 30 percentage  points of
the gain in the  Pacific  region.  Emerging  markets,  as measured by the Select
Emerging  Markets  Free Index,  gained  47.9% for U.S.  investors.  Returns from
Europe were 17.4%,  as measured by the MSCI Europe  Index.  European  currencies
generally declined versus the U.S. dollar,  which for U.S. investors reduced the
26.2% gains made in local currencies.
     Stocks benefited from a general  brightening of the world economic outlook.
When the fiscal year began,  markets were still reacting to economic weakness in
Japan and upheavals  elsewhere in Asia, Russia, and Latin America.  But business
rebounded  in many  nations  around the world,  aided by the  efforts of central
banks to spur economic growth with lower interest rates.

                                       6
<PAGE>

REPORT FROM THE ADVISER

Vanguard  Asset  Allocation  Fund had a total  return of 14.7% for the 12 months
ended  September  30,  1999.  The S&P 500 Index rose  27.8% and the Lehman  Long
Treasury Index returned -7.7% during the same period.
     The stock  market's  strong  performance  early in the fiscal year occurred
during a period of high volatility  prompted in part by the financial  crises in
emerging  markets.  The Federal  Reserve  Board,  then seeing  little risk of an
overheating  economy,  acted to steady the markets  and to  reassure  lenders by
lowering  its target for  short-term  interest  rates in  increments.  The stock
market  reacted  favorably-the  S&P 500 Index rose 8.1% in October,  its highest
monthly  return since December  1991-but bond prices began  declining and yields
began  rising.  Stocks rose  sharply  again in  November,  while the bond market
posted marginal gains. The Fed lowered its target rate by another  quarter-point
to 4.75% on November 17.
     During  the  January-March  quarter,   uniformly  strong  economic  reports
confirmed that the foreign financial crises had not significantly  affected U.S.
growth.  Labor markets  remained tight; the nation's  unemployment  rate fell in
March  to  4.2%,  a  29-year  low.  Moreover,   inflation  showed  no  signs  of
accelerating.
     However,  by the third fiscal quarter which began in April,  the Fed became
concerned  about the strength of the economy's  expansion and reversed  monetary
policy,  acting to boost interest rates.  Economic growth remained robust during
the quarter and, for the first time in this expansion, inflation showed signs of
accelerating.  Consumer prices rose 0.7% in April,  the biggest monthly gain for
the Consumer  Price Index in nine years,  suggesting  that inflation may finally
have bottomed.  With unemployment  remaining low and wage gains growing, the Fed
on June 30 increased the target federal funds rate from 4.75% to 5.00%.
     Although stocks reached record highs early in the final three months of the
fiscal year, for the quarter as a whole stocks underperformed bonds; the S&P 500
Index declined -6.2% and the Lehman Long Treasury Index returned -0.1%. Economic
growth moderated during the period,  and inflation  remained subdued.  Consumers
continued to be the economy's driving force, and the consumer-spending component
of  gross  domestic  product   increased  at  a  4.8%  annual  rate  during  the
July-September  period.  It was the  fourth  consecutive  quarter  during  which
spending grew faster than 4%.  Manufacturing orders in September hit a four-year
high. Although inflation reports remained low after April's surge, the financial
markets were still  worried that tight labor markets  would  eventually  lead to
accelerating inflation.  The Fed was concerned,  too: On August 24, it tightened
monetary  policy a second time by raising the target federal funds rate by 0.25%
to 5.25%.
- --------------------------------------------------------------------------------
INVESTMENT PHILOSOPHY
The adviser  believes that,  although the financial  markets are very efficient,
imbalances can be identified in the relative pricing of stocks, bonds, and money
market  instruments.  Implicit in this approach is a belief that such imbalances
occur  only  periodically  and do not  persist  for long  periods.  The  adviser
attempts to identify these windows of opportunity and to structure the portfolio
to take advantage of them.
- --------------------------------------------------------------------------------
     Vanguard Asset  Allocation Fund began the fiscal year with an allocation of
80% stocks and 20% bonds.  Market  volatility  during the first  fiscal  quarter
provided two opportunities for our tactical asset allocation (TAA)


                                       7
<PAGE>

model to signal  shifts in the fund's  asset mix. The sharp rise in stock prices
through October 22, 1998,  reduced the expected  return on equities,  while bond
yields were rising  substantially.  These trends narrowed the spread between the
expected  returns on stocks and bonds and  prompted  the model to call for a 10%
shift from stocks to bonds.  This step was taken October 23, changing the fund's
allocation to 70% stocks/30% bonds. Stocks kept rising during November,  further
reducing their expected returns. Meanwhile, bond yields sharply increased during
early  November.  The  result  was a further  narrowing  in the  spread  between
expected  returns on stocks and bonds and another call by our TAA model to shift
10% of fund  assets  from stocks to bonds.  We  implemented  this on November 9,
making the fund's asset mix 60% equities/40% bonds.
     Our asset mix remained there for six months,  despite  considerable  market
volatility during that time. For example,  in January both stock and bond prices
rose,  and in February the prices of both fell.  The net result in these periods
was  little  change in the  spread  between  expected  returns  on the two asset
classes.  During March, stock prices rose again, reducing the expected return on
stocks  while bond  yields and prices  were  stable.  This  narrowed  the spread
between expected returns for the asset classes,  but not by enough to prompt the
TAA model to recommend a new allocation.
     However,  the sharp rise in stock prices through May 7 lowered the expected
return on  equities,  while bond yields rose  substantially.  Consequently,  the
spread between the expected returns on stocks and bonds narrowed,  and our model
called for a 10% shift from stocks to bonds. We took this step on May 10, making
the fund's asset  allocation 50% stocks/50%  bonds.  Further  increases in stock
prices  lowered the expected  return on stocks,  while rising bond yields raised
the expected  return on bonds.  On balance,  this  narrowed  the spread  between
expected returns on stocks and bonds, but not sufficiently to trigger a shift in
the fund's asset mix.
     After  mid-July,  a steady decline in prices raised the expected  return on
stocks.  Bond yields drifted  slightly lower,  decreasing the expected return on
bonds.  Although  these changes  reduced the spread  between  stocks' and bonds'
expected returns,  the gap didn't narrow enough to prompt a change in the fund's
50%/50% allocation.
     Higher  forecasts  for  corporate  earnings  boosted our  forecasts  of the
expected return for stocks,  and our long-run  expected annual return for stocks
is nearly 10%.  However,  with long-term U.S. Treasury bond yields above 6%, our
TAA  model  finds  bonds  relatively  attractive.   This  is  why  the  fund  is
underweighted  in stocks and  overweighted  in bonds  compared  with our neutral
stance of 65% stocks/35% bonds.

William L. Fouse, CFA
Mellon Capital Management Corporation

October 8, 1999

                                       8
<PAGE>


PERFORMANCE SUMMARY
ASSET ALLOCATION FUND

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

TOTAL INVESTMENT RETURNS: NOVEMBER 3, 1988-SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
                             ASSET ALLOCATION FUND                    COMPOSITE
                                                                       INDEX*
FISCAL           CAPITAL          INCOME            TOTAL              TOTAL
YEAR             RETURN           RETURN            RETURN             RETURN
- --------------------------------------------------------------------------------
1989              21.1%             2.8%             23.9%             27.8%
1990              -8.6              4.0              -4.6              -5.1
1991              20.9              6.4              27.3              27.5
1992               7.2              5.0              12.2              12.2
1993              10.7              4.7              15.4              15.5
1994              -5.2              3.1              -2.1              -1.5
- --------------------------------------------------------------------------------
                             ASSET ALLOCATION FUND                    COMPOSITE
                                                                       INDEX*
FISCAL           CAPITAL          INCOME            TOTAL              TOTAL
YEAR             RETURN           RETURN            RETURN             RETURN
- --------------------------------------------------------------------------------
1995              23.6%             5.0%             28.6%             27.4%
1996              11.1              4.2              15.3              13.9
1997              24.7              4.7              29.4              30.4
1998              11.5              3.7              15.2              14.2
1999              10.5              4.2              14.7              14.4
- --------------------------------------------------------------------------------
*65% S&P 500 Index, 35% Lehman Long Treasury Index.
See  Financial  Highlights  table  on page 22 for  dividend  and  capital  gains
information for the past five years.

CUMULATIVE PERFORMANCE: SEPTEMBER 30, 1989-SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
[GRAPH]
<TABLE>
<CAPTION>
                                              AVERAGE ANNUAL TOTAL RETURNS
                                            PERIODS ENDED SEPTEMBER 30, 1999
                                            ----------------------------------  FINAL VALUE OF A
                                            1 YEAR    5 YEARS   10 YEARS       $10,000 INVESTMENT
- -------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>        <C>               <C>
Asset Allocation Fund                       14.68%     20.45%     14.60%            $39,055
Average Flexible Portfolio*                 15.51      14.41      10.98              28,338
Asset Allocation Composite Index**          14.37      19.83      14.34              38,181
S&P 500 Index                               27.80      25.03      16.82              47,334
- -------------------------------------------------------------------------------------------------
*Based on data from Lipper Inc.
**65% S&P 500 Index, 35% Lehman Long Treasury Index.
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS: PERIODS ENDED SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
                                                                10 YEARS
                         INCEPTION                      ------------------------
                           DATE     1 YEAR   5 YEARS     CAPITAL  INCOME   TOTAL
- --------------------------------------------------------------------------------
Asset Allocation Fund    11/3/1988   14.68%   20.45%     10.12%   4.48%   14.60%
- --------------------------------------------------------------------------------

                                       9
<PAGE>

FUND PROFILE
ASSET ALLOCATION FUND

This Profile provides a snapshot of the fund's  characteristics  as of September
30, 1999, compared where appropriate to an unmanaged index. Key elements of this
Profile are defined on pages 12 and 13.

TOTAL FUND CHARACTERISTICS
- ----------------------------------------------
Turnover Rate             11%
Expense Ratio           0.49%
Cash Reserves            1.4%


FUND ASSET ALLOCATION*
- ----------------------------------------------
[PIE CHART]
CASH RESERVES.....1%
STOCKS...........49%
BONDS............50%

*Actual   allocation  may  vary  slightly  from  target  allocation  because  of
day-to-day market fluctuations.


TOTAL FUND VOLATILITY MEASURES
- ----------------------------------------------
                   ASSET ALLOCATION    S&P 500
- ----------------------------------------------
R-Squared                  0.94          1.00
Beta                       0.67          1.00


TEN LARGEST STOCKS
(% OF EQUITIES)
- ----------------------------------------------
Microsoft Corp.                           4.4%
General Electric Co.                      3.7
Intel Corp.                               2.3
Cisco Systems, Inc.                       2.1
International Business Machines Corp.     2.1
Wal-Mart Stores, Inc.                     2.0
Lucent Technologies, Inc.                 1.9
Exxon Corp.                               1.7
Merck & Co., Inc.                         1.5
Citigroup, Inc.                           1.4
- ----------------------------------------------
Top Ten                                  23.1%
- ----------------------------------------------
Top Ten as % of Total Net Assets          8.1%


SECTOR DIVERSIFICATION (% OF COMMON STOCKS)
- --------------------------------------------------------------------------------
                        SEPTEMBER 30, 1998            SEPTEMBER 30, 1999
                      ----------------------------------------------------------
                         ASSET ALLOCATION      ASSET ALLOCATION         S&P 500
                      ----------------------------------------------------------
Auto & Transportation ....... 3.0%                 2.3%                    2.2%
Consumer Discretionary ......10.3                 12.2                    12.2
Consumer Staples ............ 9.5                  7.2                     7.2
Financial Services ..........16.3                 14.8                    14.7
Health Care .................13.4                 10.5                    10.5
Integrated Oils ............. 7.0                  5.6                     5.5
Other Energy ................ 1.1                  1.5                     1.5
Materials & Processing ...... 4.4                  3.4                     3.4
Producer Durables ........... 3.2                  3.5                     3.5
Technology ..................14.7                 21.6                    21.8
Utilities ...................11.7                 11.2                    11.2
Other ....................... 5.4                  6.2                     6.3
- --------------------------------------------------------------------------------

                                       10
<PAGE>

EQUITY CHARACTERISTICS
- ----------------------------------------------
                  ASSET ALLOCATION     S&P 500
- ----------------------------------------------
Number of Stocks               505         500
Median Market Cap           $65.4B      $65.4B
Price/Earnings Ratio         27.1x       27.1x
Price/Book Ratio              4.9x        4.9x
Dividend Yield                1.3%        1.3%
Return on Equity             23.0%       23.0%
Earnings Growth Rate         14.8%       14.8%
Foreign Holdings              1.6%        1.6%


EQUITY INVESTMENT FOCUS
- ----------------------------------------------
[GRID]
STYLE.........BLEND
MARKET CAP....LARGE


FIXED-INCOME CHARACTERISTICS
- ----------------------------------------------
                                        LEHMAN
                  ASSET ALLOCATION      INDEX*
- ----------------------------------------------
Number of Bonds                 29       5,392
Average Coupon                8.1%        6.7%
Average Duration        10.5 years   5.0 years
Average Maturity        21.2 years   9.0 years
Average Quality           Treasury         Aaa

*Lehman Aggregate Bond Index.


FIXED-INCOME INVESTMENT FOCUS
- ----------------------------------------------
[GRID]
AVERAGE MATURITY....LONG
CREDIT QUALITY......TREASURY/AGENCY

                                       11
<PAGE>


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

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

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

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

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 or bond
investment.

DIVIDEND  YIELD.  The current,  annualized  rate of dividends paid on a share of
stock,  divided by its current  share price.  For a fund,  the weighted  average
yield for stocks it holds.

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

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

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.

FIXED-INCOME  INVESTMENT  FOCUS.  This  grid  indicates  the  focus  of a fund's
fixed-income  holdings  in terms of two  attributes:  average  maturity  (short,
medium, or long) and average credit quality  (Treasury/agency,  investment-grade
corporate, or below investment-grade).

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

FUND ASSET  ALLOCATION.  This chart shows the  proportion  of a fund's  holdings
allocated to different types of assets.

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.

                                       12
<PAGE>

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

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 STOCKS.  The percentage of equity assets that a fund has invested in
its ten largest stocks. As this percentage rises, a fund's returns are likely to
be more  volatile  because  they are more  dependent  on the  fortunes  of a few
companies.

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


                                       13
<PAGE>

FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

STATEMENT OF NET ASSETS
This Statement  provides a detailed list of the fund's holdings,  including each
security's market value on the last day of the reporting period.  Securities are
grouped and  subtotaled by asset type (common  stocks,  bonds,  etc.),  with the
fund's S&P 500 Index  common  stocks  listed in  descending  market value order.
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*
ASSET ALLOCATION FUND                         SHARES                       (000)
- --------------------------------------------------------------------------------
COMMON STOCKS (35.4%)(1)
- --------------------------------------------------------------------------------
o  Microsoft Corp.                         1,397,400                    126,552
   General Electric Co.                      894,700                    106,078
   Intel Corp.                               910,300                     67,647
o  Cisco Systems, Inc.                       889,500                     60,986
   International Business
     Machines Corp.                          495,100                     60,093
   Wal-Mart Stores, Inc.                   1,218,600                     57,960
   Lucent Technologies, Inc.                 832,271                     53,994
   Exxon Corp.                               663,800                     50,407
   Merck & Co., Inc.                         651,800                     42,245
   Citigroup, Inc.                           924,691                     40,686
   Pfizer, Inc.                            1,062,900                     38,197
   AT&T Corp.                                869,521                     37,824
   American International
     Group, Inc.                             423,168                     36,789
   Bristol-Myers Squibb Co.                  544,560                     36,758
o  MCI WorldCom, Inc.                        507,611                     36,485
   Royal Dutch Petroleum Co. ADR             586,800                     34,658
   Procter & Gamble Co.                      362,544                     33,989
   Johnson & Johnson                         368,000                     33,810
   The Coca-Cola Co.                         674,900                     32,437
o  America Online, Inc.                      296,400                     30,826
o  Dell Computer Corp.                       698,300                     29,198
   Bell Atlantic Corp.                       425,230                     28,623
   Home Depot, Inc.                          404,600                     27,766
   SBC Communications Inc.                   534,846                     27,311
   Bank of America Corp.                     477,689                     26,600
   Hewlett-Packard Co.                       277,100                     25,493
   BellSouth Corp.                           516,700                     23,252
   Tyco International Ltd.                   224,685                     23,199
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                              SHARES                       (000)
- --------------------------------------------------------------------------------
   Philip Morris Cos., Inc.                  665,300                     22,745
   Mobil Corp.                               213,400                     21,500
   Time Warner, Inc.                         353,900                     21,499
   Ameritech Corp.                           263,700                     20,272
o  EMC Corp.                                 277,500                     19,824
o  Sun Microsystems, Inc.                    211,400                     19,660
   Eli Lilly & Co.                           301,000                     19,263
   Nortel Networks Corp.                     364,120                     18,570
o  Oracle Corp.                              396,500                     18,041
   Wells Fargo Co.                           453,010                     17,951
   Fannie Mae                                283,100                     17,747
   Schering-Plough Corp.                     401,600                     17,520
   Texas Instruments, Inc.                   212,000                     17,437
   The Chase Manhattan Corp.                 230,922                     17,406
   Ford Motor Co.                            331,500                     16,637
   American Express Co.                      123,545                     16,632
   E.I. du Pont de Nemours & Co.             268,634                     16,353
   McDonald's Corp.                          373,400                     16,056
   Chevron Corp.                             178,500                     15,842
   Warner-Lambert Co.                        232,400                     15,425
   Abbott Laboratories                       414,400                     15,229
   American Home Products Corp.              359,900                     14,936
   The Walt Disney Co.                       560,200                     14,495
   Motorola, Inc.                            163,600                     14,397
   Morgan Stanley Dean
     Witter & Co.                            158,600                     14,145
   Sprint Corp.                              245,400                     13,313
   PepsiCo, Inc.                             405,000                     12,251
o  Amgen, Inc.                               140,500                     11,451
   General Motors Corp.                      180,731                     11,375

                                       14
<PAGE>

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                              SHARES                       (000)
- --------------------------------------------------------------------------------
o  MediaOne Group, Inc.                      166,430                     11,369
   Medtronic, Inc.                           320,200                     11,367
   The Boeing Co.                            266,086                     11,342
   Bank One Corp.                            320,535                     11,159
   Minnesota Mining &
     Manufacturing Co.                       111,600                     10,721
   Compaq Computer Corp.                     466,848                     10,708
   Unilever NV ADR                           156,342                     10,650
   Gillette Co.                              302,900                     10,280
   Freddie Mac                               190,300                      9,896
   First Union Corp.                         271,832                      9,667
   Texaco Inc.                               148,400                      9,368
   Schlumberger Ltd.                         148,800                      9,272
   Anheuser-Busch Cos., Inc.                 132,214                      9,263
   AlliedSignal Inc.                         153,500                      9,200
o  CBS Corp.                                 196,200                      9,074
   Computer Associates
     International, Inc.                     147,100                      9,010
o  Sprint PCS                                120,400                      8,977
o  Viacom Inc. Class B                       189,900                      8,023
   Comcast Corp. Class A Special             200,100                      7,979
   Enron Corp.                               193,200                      7,970
   Kimberly-Clark Corp.                      150,292                      7,890
   U S WEST, Inc.                            137,082                      7,822
   United Technologies Corp.                 131,800                      7,817
   Atlantic Richfield Co.                     87,700                      7,772
o  QUALCOMM, Inc.                             41,000                      7,756
o  Applied Materials, Inc.                    98,800                      7,694
   Emerson Electric Co.                      119,700                      7,564
   Automatic Data Processing, Inc.           169,400                      7,559
   Xerox Corp.                               179,696                      7,536
   Charles Schwab Corp.                      223,450                      7,527
   The Gap, Inc.                             233,437                      7,470
   Colgate-Palmolive Co.                     160,800                      7,357
   Carnival Corp.                            167,800                      7,299
   Associates First Capital Corp.            198,012                      7,128
   Dayton Hudson Corp.                       118,618                      7,124
o  Clear Channel
     Communications, Inc.                     88,800                      7,093
   Electronic Data Systems Corp.             133,300                      7,057
   Firstar Corp.                             274,049                      7,023
   Pharmacia & Upjohn, Inc.                  138,990                      6,897
   Dow Chemical Co.                           60,450                      6,868
   The Bank of New York Co., Inc.            205,000                      6,855
   Walgreen Co.                              269,300                      6,833
   Merrill Lynch & Co., Inc.                 100,500                      6,752
   Eastman Kodak Co.                          89,300                      6,737
   Alcoa Inc.                                102,300                      6,349
   U.S. Bancorp                              204,903                      6,186
   NEXTEL Communications, Inc.                90,700                      6,151
   Monsanto Co.                              171,800                      6,131
   Tellabs, Inc.                             105,700                      6,018
   ALLTEL Corp.                               83,500                      5,876
   Sara Lee Corp.                            249,000                      5,836
   SunTrust Banks, Inc.                       86,700                      5,701
   Fleet Financial Group, Inc.               154,054                      5,641
o  Global Crossing Ltd.                      211,715                      5,610
   Allstate Corp.                            224,054                      5,587
   J.P. Morgan & Co., Inc.                    47,742                      5,455
   Conoco Inc.                               198,839                      5,443
   Household International, Inc.             135,188                      5,424

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                              SHARES                       (000)
- --------------------------------------------------------------------------------
   Duke Energy Corp.                          97,981                      5,401
   Caterpillar, Inc.                          97,900                      5,366
   Gannett Co., Inc.                          77,300                      5,348
   The Seagram Co. Ltd.                      117,000                      5,324
   International Paper Co.                   109,889                      5,282
o  Solectron Corp.                            73,500                      5,278
   First Data Corp.                          119,800                      5,256
o  Safeway, Inc.                             133,000                      5,062
   Illinois Tool Works, Inc.                  67,500                      5,033
   MBNA Corp.                                219,950                      5,018
   Lowe's Cos., Inc.                         101,600                      4,953
   Marsh & McLennan Cos., Inc.                72,150                      4,942
o  The Kroger Co.                            223,600                      4,933
   Southern Co.                              190,900                      4,916
   Halliburton Co.                           119,000                      4,879
   Campbell Soup Co.                         123,600                      4,836
   Mellon Bank Corp.                         142,600                      4,813
   Washington Mutual, Inc.                   163,041                      4,769
   National City Corp.                       178,582                      4,766
   Baxter International, Inc.                 78,000                      4,700
o  BMC Software, Inc.                         64,400                      4,609
   Albertson's, Inc.                         115,836                      4,583
   Corning, Inc.                              66,800                      4,580
   Raytheon Co. Class B                       92,000                      4,566
   Pitney Bowes, Inc.                         74,400                      4,534
o  Micron Technology, Inc.                    67,900                      4,520
   NIKE, Inc. Class B                         78,600                      4,470
   Fifth Third Bancorp                        73,250                      4,457
   Guidant Corp.                              82,400                      4,419
   CIGNA Corp.                                56,400                      4,385
   Wachovia Corp.                             55,700                      4,379
   PNC Bank Corp.                             82,700                      4,357
   American General Corp.                     68,895                      4,353
   CVS Corp.                                 106,500                      4,347
   Williams Cos., Inc.                       116,100                      4,346
o  Costco Wholesale Corp.                     59,156                      4,259
   H.J. Heinz Co.                             98,500                      4,236
   Kellogg Co.                               112,400                      4,208
   Cardinal Health, Inc.                      74,250                      4,047
   Honeywell, Inc.                            34,000                      3,785
   Columbia/HCA Healthcare Corp.             178,145                      3,774
   Masco Corp.                               121,300                      3,760
   Bestfoods                                  77,400                      3,754
o  Gateway, Inc.                              84,200                      3,742
o  Cendant Corp.                             209,734                      3,723
   Omnicom Group Inc.                         46,500                      3,682
   May Department Stores Co.                  98,600                      3,593
   Burlington Northern Santa
     Fe Corp.                                129,796                      3,569
   BankBoston Corp.                           80,702                      3,500
   Lockheed Martin Corp.                     106,382                      3,477
   Textron, Inc.                              44,800                      3,466
o  Best Buy Co., Inc.                         55,800                      3,463
   General Mills, Inc.                        42,400                      3,440
   Phillips Petroleum Co.                     70,300                      3,427
   Sysco Corp.                                95,900                      3,362
   Sears, Roebuck & Co.                      106,700                      3,348
o  Unisys Corp.                               73,800                      3,330
   Tribune Co.                                65,800                      3,274
   General Dynamics Corp.                     52,100                      3,253
   Union Pacific Corp.                        66,800                      3,211

                                       15
<PAGE>

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
ASSET ALLOCATION FUND                         SHARES                       (000)
- --------------------------------------------------------------------------------
   Waste Management, Inc.                    164,110                      3,159
   KeyCorp                                   121,300                      3,131
o  AES Corp.                                  52,200                      3,080
   Weyerhaeuser Co.                           53,100                      3,060
   Interpublic Group of Cos., Inc.            74,300                      3,056
o  FDX Corp.                                  78,520                      3,043
   AFLAC, Inc.                                72,300                      3,028
   ConAgra, Inc.                             133,400                      3,010
   Providian Financial Corp.                  37,800                      2,993
   PPG Industries, Inc.                       49,400                      2,964
o  Computer Sciences Corp.                    42,100                      2,960
   Texas Utilities Co.                        76,041                      2,837
o  Lexmark International Group, Inc.
     Class A                                  35,200                      2,834
o  Kohl's Corp.                               42,700                      2,824
   State Street Corp.                         43,600                      2,818
o  Staples, Inc.                             128,400                      2,801
   Tandy Corp.                                54,128                      2,798
o  3Com Corp.                                 96,800                      2,783
   BB&T Corp.                                 85,300                      2,762
o  Apple Computer, Inc.                       43,400                      2,748
o  AMR Corp.                                  50,000                      2,725
   Rockwell International Corp.               51,800                      2,720
   PG&E Corp.                                103,800                      2,686
   Deere & Co.                                68,600                      2,654
   Pioneer Hi-Bred
     International, Inc.                      66,340                      2,641
   The Hartford Financial Services
     Group Inc.                               64,400                      2,632
o  Compuware Corp.                           100,400                      2,617
   Consolidated Edison Inc.                   62,700                      2,602
   The McGraw-Hill Cos., Inc.                 53,400                      2,583
o  Boston Scientific Corp.                   104,300                      2,575
   Norfolk Southern Corp.                    103,800                      2,543
   Northern Trust Corp.                       30,300                      2,530
   United Healthcare Corp.                    51,700                      2,517
   Public Service Enterprise
     Group, Inc.                              64,900                      2,507
   CSX Corp.                                  58,700                      2,487
   Dover Corp.                                60,700                      2,481
   Delphi Automotive Systems Corp.           154,018                      2,474
   USX-Marathon Group                         84,500                      2,472
   Baker Hughes, Inc.                         85,160                      2,470
   TJX Cos., Inc.                             87,700                      2,461
   Coca-Cola Enterprises, Inc.               109,000                      2,459
   FPL Group, Inc.                            48,800                      2,458
   The Clorox Co.                             64,200                      2,456
   Unocal Corp.                               66,039                      2,448
o  Federated Department Stores, Inc.          55,800                      2,438
   Dominion Resources, Inc.                   53,650                      2,421
   Ingersoll-Rand Co.                         43,850                      2,409
   Edison International                       98,300                      2,390
   Coastal Corp.                              58,200                      2,383
   Ralston-Ralston Purina Group               84,200                      2,342
   J.C. Penney Co., Inc.                      67,600                      2,324
   The Chubb Corp.                            46,300                      2,306
   Occidental Petroleum Corp.                 99,100                      2,292
o  General Instrument Corp.                   47,200                      2,272
   Circuit City Stores, Inc.                  53,800                      2,270
   Comerica, Inc.                             44,750                      2,265
   The Quaker Oats Co.                        36,500                      2,258
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                              SHARES                       (000)
- --------------------------------------------------------------------------------
   Paychex, Inc.                              66,000                      2,252
   Marriott International, Inc.
     Class A                                  68,600                      2,242
   PECO Energy Corp.                          59,500                      2,231
   Reliant Energy, Inc.                       81,422                      2,203
   Barrick Gold Corp.                        100,600                      2,188
   Adobe Systems, Inc.                        19,200                      2,179
   Mattel, Inc.                              114,487                      2,175
   The Limited, Inc.                          56,588                      2,164
   Rohm & Haas Co.                            59,739                      2,158
   Loews Corp.                                30,700                      2,155
   McKesson HBOC, Inc.                        74,165                      2,151
   Wrigley, (Wm.) Jr. Co.                     31,100                      2,140
   Unicom Corp.                               57,700                      2,131
   Newell Rubbermaid, Inc.                    74,109                      2,117
   Franklin Resources Corp.                   68,500                      2,106
   Southwest Airlines Co.                    137,700                      2,091
   Lincoln National Corp.                     55,400                      2,081
   IMS Health, Inc.                           90,800                      2,071
   Capital One Financial Corp.                53,100                      2,071
   Archer-Daniels-Midland Co.                169,235                      2,063
o  Seagate Technology Inc.                    66,100                      2,037
   Delta Air Lines, Inc.                      41,900                      2,032
   PE Corp.-PE Biosystems Group               28,000                      2,023
   Aon Corp.                                  68,325                      2,020
   The Goodyear Tire & Rubber Co.             41,800                      2,012
   Georgia Pacific Group                      49,400                      2,001
   Union Carbide Corp.                        35,000                      1,988
   Aetna Inc.                                 40,206                      1,980
   SLM Holding Corp.                          46,000                      1,978
   Hershey Foods Corp.                        40,500                      1,972
o  Novell, Inc.                               95,000                      1,965
o  LSI Logic Corp.                            38,100                      1,962
   New York Times Co. Class A                 52,200                      1,958
   Allergan, Inc.                             17,700                      1,947
   Praxair, Inc.                              42,000                      1,932
   UnumProvident Corp.                        65,491                      1,928
   Entergy Corp.                              36,500                      1,923
   Dollar General Corp.                       61,531                      1,900
   Alcan Aluminium Ltd.                       60,750                      1,898
   Lehman Brothers Holdings, Inc.             32,200                      1,878
   Becton, Dickinson & Co.                    66,100                      1,855
   Air Products & Chemicals, Inc.             63,400                      1,843
   Republic New York Corp.                    29,500                      1,812
   Jefferson-Pilot Corp.                      28,500                      1,801
   American Electric Power Co., Inc.          52,100                      1,778
   Avon Products, Inc.                        71,000                      1,762
   Eaton Corp.                                20,400                      1,761
   Burlington Resources, Inc.                 47,785                      1,756
   Regions Financial Corp.                    57,900                      1,737
   St. Paul Cos., Inc.                        63,056                      1,734
o  Tricon Global Restaurants, Inc.            41,800                      1,711
   TRW, Inc.                                  34,100                      1,696
   Cincinnati Financial Corp.                 44,700                      1,678
   Huntington Bancshares Inc.                 63,107                      1,676
   Avery Dennison Corp.                       31,700                      1,672
   Conseco Inc.                               84,345                      1,629
   SouthTrust Corp.                           45,300                      1,625
   Consolidated Natural Gas Co.               25,900                      1,616
   Fort James Corp.                           60,300                      1,609

                                       16
<PAGE>
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                              SHARES                       (000)
- --------------------------------------------------------------------------------
   FirstEnergy Corp.                          63,000                      1,607
   Dana Corp.                                 42,959                      1,595
   PacifiCorp                                 79,100                      1,592
   Union Planters Corp.                       39,000                      1,589
   Progressive Corp. of Ohio                  19,400                      1,585
o  ADC Telecommunications, Inc.               36,900                      1,547
   Summit Bancorp                             47,700                      1,547
   CenturyTel, Inc.                           37,750                      1,534
   Amerada Hess Corp.                         25,000                      1,531
o  Kmart Corp.                               130,500                      1,525
   Johnson Controls, Inc.                     22,900                      1,519
   Golden West Financial Corp.                15,400                      1,513
   UST, Inc.                                  50,100                      1,512
   MGIC Investment Corp.                      31,400                      1,499
   Fortune Brands, Inc.                       45,900                      1,480
o  KLA-Tencor Corp.                           22,600                      1,469
o  Tenet Healthcare Corp.                     82,900                      1,456
   Carolina Power & Light Co.                 40,600                      1,436
   Kansas City Southern Industries,
     Inc.                                     30,500                      1,416
   PaineWebber Group, Inc.                    39,000                      1,414
   Ameren Corp.                               37,200                      1,407
   DTE Energy Co.                             38,900                      1,405
o  Network Appliance, Inc.                    19,600                      1,404
   Dow Jones & Co., Inc.                      25,900                      1,382
   Parker Hannifin Corp.                      30,625                      1,372
   Dun & Bradstreet Corp.                     45,900                      1,371
   Knight Ridder                              24,700                      1,355
   Sempra Energy                              65,020                      1,353
   W.W. Grainger, Inc.                        28,000                      1,346
   Whirlpool Corp.                            20,600                      1,345
o  Bed Bath & Beyond, Inc.                    38,300                      1,338
o  National Semiconductor Corp.               43,700                      1,333
   Placer Dome, Inc.                          89,200                      1,327
   Synovus Financial Corp.                    70,950                      1,326
   Apache Corp.                               30,600                      1,322
   Champion International Corp.               25,700                      1,320
   The Times Mirror Co. Class A               19,700                      1,297
   Nabisco Group Holdings Corp.               86,000                      1,290
   Genuine Parts Co.                          48,350                      1,284
   Kerr-McGee Corp.                           23,297                      1,283
   Willamette Industries, Inc.                29,700                      1,281
   Bear Stearns Co., Inc.                     32,750                      1,259
   MBIA, Inc.                                 26,600                      1,240
   Columbia Energy Group                      22,200                      1,229
   Florida Progress Corp.                     26,500                      1,226
   H & R Block, Inc.                          28,200                      1,225
   Nordstrom, Inc.                            44,900                      1,212
   Ecolab, Inc.                               35,300                      1,205
   PP&L Resources Inc.                        44,500                      1,204
   Cooper Industries, Inc.                    25,757                      1,204
   Winn-Dixie Stores, Inc.                    40,500                      1,202
   Reynolds Metals Co.                        19,900                      1,201
   Cinergy Corp.                              42,318                      1,198
   Central & South West Corp.                 56,400                      1,191
   Black & Decker Corp.                       26,000                      1,188
   Sonat, Inc.                                29,900                      1,187
   Brown-Forman Corp. Class B                 19,000                      1,185
o  ALZA Corp.                                 27,600                      1,182
   R.R. Donnelley & Sons Co.                  40,400                      1,167
o  Toys R Us, Inc.                            77,400                      1,161
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                              SHARES                       (000)
- --------------------------------------------------------------------------------
   Northrop Grumman Corp.                     18,200                      1,157
   Constellation Energy Group                 40,850                      1,149
   AmSouth Bancorp                            48,900                      1,146
o  Sealed Air Corp.                           22,315                      1,145
   GPU, Inc.                                  35,000                      1,142
o  AutoZone Inc.                              40,500                      1,137
   Equifax, Inc.                              40,400                      1,136
o  Adaptec, Inc.                              28,300                      1,123
   Nucor Corp.                                23,500                      1,119
   Hasbro, Inc.                               52,150                      1,118
   PACCAR, Inc.                               21,640                      1,101
   Newmont Mining Corp.                       42,046                      1,088
   SAFECO Corp.                               38,500                      1,078
   Union Pacific Resources
     Group, Inc.                              67,022                      1,077
   Scientific-Atlanta, Inc.                   21,400                      1,061
o  Ceridian Corp.                             42,600                      1,060
   Bausch & Lomb, Inc.                        16,000                      1,055
   Tosco Corp.                                41,700                      1,053
o  Wellpoint Health Networks Inc.
     Class A                                  18,400                      1,049
   VF Corp.                                   33,528                      1,039
o  Office Depot, Inc.                        102,000                      1,039
o  PeopleSoft, Inc.                           60,600                      1,026
   Torchmark Corp.                            39,600                      1,025
   International Flavors &
     Fragrances, Inc.                         29,500                      1,018
   New Century Energies, Inc.                 30,300                      1,013
   Vulcan Materials Co.                       27,500                      1,007
   Sherwin-Williams Co.                       47,500                        995
   Countrywide Credit Industries, Inc.        30,600                        987
   Anadarko Petroleum Corp.                   32,100                        981
   Rite Aid Corp.                             70,100                        968
   Case Corp.                                 19,400                        966
   The Mead Corp.                             27,900                        959
   Nalco Chemical Co.                         18,900                        954
   Phelps Dodge Corp.                         17,300                        953
   Inco Ltd.                                  44,298                        947
   CMS Energy Corp.                           27,900                        947
o  Navistar International Corp.               20,280                        943
   Wendy's International, Inc.                35,600                        939
   Temple-Inland Inc.                         15,500                        938
o  Parametric Technology Corp.                69,300                        936
   Allegheny Teledyne Inc.                    53,910                        910
   Fluor Corp.                                22,400                        902
   Sigma-Aldrich Corp.                        27,600                        876
   Northern States Power Co.                  40,600                        875
   The BFGoodrich Co.                         30,100                        873
   ITT Industries, Inc.                       26,900                        856
   Darden Restaurants Inc.                    43,200                        845
   Eastman Chemical Co.                       21,050                        842
o  Owens-Illinois, Inc.                       42,000                        832
   Crown Cork & Seal Co., Inc.                34,300                        832
   Biomet, Inc.                               31,600                        831
   SuperValu Inc.                             37,700                        822
   Maytag Corp.                               24,600                        819
   Freeport-McMoRan Copper &
     Gold Inc. Class B                        52,100                        811
   Harcourt General, Inc.                     19,363                        806
o  Watson Pharmaceuticals, Inc.               26,100                        798
   Hercules, Inc.                             27,700                        793

                                       17
<PAGE>

- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
ASSET ALLOCATION FUND                         SHARES                       (000)
- --------------------------------------------------------------------------------
o  Niagara Mohawk Holdings Inc.               50,900                        786
   Tenneco, Inc.                              45,700                        777
o  King World Productions, Inc.               20,700                        776
   Deluxe Corp.                               22,600                        768
o  St. Jude Medical, Inc.                     24,200                        762
o  Harrah's Entertainment, Inc.               27,300                        758
   C.R. Bard, Inc.                            15,900                        748
   Pall Corp.                                 32,266                        748
   Thomas & Betts Corp.                       14,600                        745
   Engelhard Corp.                            40,150                        730
   Westvaco Corp.                             28,100                        720
   Service Corp. International                67,800                        716
o  US Airways Group, Inc.                     27,200                        714
   Sunoco, Inc.                               25,567                        700
o  HEALTHSOUTH Corp.                         115,300                        699
   Ashland, Inc.                              20,300                        683
   Brunswick Corp.                            27,100                        674
o  Advanced Micro Devices, Inc.               38,800                        667
o  Mirage Resorts, Inc.                       47,300                        665
   Hilton Hotels Corp.                        65,500                        647
o  Consolidated Stores, Inc.                  29,300                        646
o  Cabletron Systems, Inc.                    41,200                        646
   Great Lakes Chemical Corp.                 16,800                        639
   Dillard's Inc.                             31,300                        636
   The Stanley Works                          24,800                        625
   USX-U.S. Steel Group                       23,740                        611
   Harris Corp.                               21,900                        605
o  Allied Waste Industries, Inc.              51,400                        601
   Mallinckrodt, Inc.                         19,900                        601
   Liz Claiborne, Inc.                        19,300                        598
   Laidlaw, Inc.                              85,900                        580
   Adolph Coors Co. Class B                   10,400                        563
   Meredith Corp.                             15,300                        556
   Snap-On Inc.                               17,050                        554
o  Thermo Electron Corp.                      41,000                        551
   Cummins Engine Co., Inc.                   11,000                        548
o  Silicon Graphics, Inc.                     48,546                        531
   American Greetings Corp. Class A           20,400                        525
   NICOR, Inc.                                14,100                        524
o  Manor Care, Inc.                           30,400                        523
   Homestake Mining Co.                       55,600                        511
   Cyprus Amax Minerals Co.                   26,011                        510
   Boise Cascade Corp.                        13,800                        503
   Centex Corp.                               17,000                        503
   EG&G, Inc.                                 12,500                        498
   Bemis Co., Inc.                            14,500                        491
o  FMC Corp.                                  10,100                        487
   Armstrong World Industries Inc.            10,800                        485
   Tektronix, Inc.                            14,450                        484
   Louisiana-Pacific Corp.                    29,100                        455
   Briggs & Stratton Corp.                     7,600                        444
   Ryder System, Inc.                         21,600                        440
   Worthington Industries, Inc.               25,650                        436
   Millipore Corp.                            11,500                        432
   Crane Co.                                  19,137                        429
o  Andrew Corp.                               23,975                        417
   National Service Industries, Inc.          13,200                        416
   Cooper Tire & Rubber Co.                   22,600                        398
o  Rowan Cos., Inc.                           23,500                        382
   IKON Office Solutions, Inc.                34,700                        371
   Ball Corp.                                  8,300                        366
- --------------------------------------------------------------------------------
                                                                          MARKET
                                                                          VALUE*
                                                                           (000)
- --------------------------------------------------------------------------------
   Alberto-Culver Co. Class B                 15,500                        358
   Helmerich & Payne, Inc.                    13,800                        349
   Peoples Energy Corp.                        9,600                        338
   Longs Drug Stores, Inc.                    11,200                        335
   Tupperware Corp.                           16,400                        332
   Polaroid Corp.                             12,762                        332
   Potlatch Corp.                              8,000                        330
   Great Atlantic & Pacific Tea
     Co., Inc.                                10,600                        321
o  W.R. Grace & Co.                           19,900                        320
   ASARCO, Inc.                               11,600                        311
   Pulte Corp.                                14,100                        307
   McDermott International, Inc.              15,100                        306
   Shared Medical Systems Corp.                6,500                        304
   Owens Corning                              13,900                        301
o  Humana, Inc.                               43,600                        300
   The Timken Co.                             17,200                        277
   Autodesk, Inc.                             12,500                        273
   The Pep Boys (Manny, Moe
     & Jack)                                  17,600                        262
   Eastern Enterprises                         5,600                        260
o  Data General Corp.                         12,200                        257
   ONEOK, Inc.                                 7,700                        233
o  Bethlehem Steel Corp.                      31,400                        232
   Jostens Inc.                               11,700                        224
   Kaufman & Broad Home Corp.                  9,500                        196
   Fleetwood Enterprises, Inc.                 9,675                        195
   Milacron Inc.                               9,900                        176
   Springs Industries Inc. Class A             5,100                        173
o  Reebok International Ltd.                  15,300                        164
   NACCO Industries, Inc. Class A              2,260                        158
   Russell Corp.                              10,900                        155
   Foster Wheeler Corp.                       11,000                        133
o  Siebel Systems, Inc.                          102                          7
- --------------------------------------------------------------------------------
TOTAL COMMON STOCKS
  (COST $1,490,013)                                                   2,897,036
- --------------------------------------------------------------------------------
                                                FACE
                                              AMOUNT
                                                (000)
- --------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS (49.9%)
- --------------------------------------------------------------------------------
U.S. TREASURY BONDS
   5.25%, 11/15/2028                          50,000                     43,340
   5.50%, 8/15/2028                          236,900                    211,985
   6.125%, 11/15/2027                        163,410                    158,710
   6.375%, 8/15/2027                         178,270                    178,539
   6.50%, 11/15/2026                         212,160                    215,470
   6.875%, 8/15/2025                         123,415                    131,014
   7.125%, 2/15/2023                         162,435                    176,281
   7.25%, 5/15/2016                          146,525                    158,429
   7.50%, 11/15/2016                         124,270                    137,644
   7.50%, 11/15/2024                         109,240                    124,228
   7.625%, 11/15/2022                        103,420                    118,217
   7.625%, 2/15/2025                          79,585                     91,909
(2)8.00%, 11/15/2021                         179,420                    211,958
   8.125%, 8/15/2019                         103,820                    122,897
(2)8.125%, 5/15/2021                         155,115                    185,037
   8.125%, 8/15/2021                         151,830                    181,303
   8.50%, 2/15/2020                           91,634                    112,521
   8.75%, 5/15/2017                          102,830                    127,328
   8.75%, 5/15/2020                           84,400                    106,230

                                       18
<PAGE>
- --------------------------------------------------------------------------------
                                                FACE                      MARKET
                                              AMOUNT                      VALUE*
                                                (000)                      (000)
- --------------------------------------------------------------------------------
   8.75%, 8/15/2020                          126,400                    159,208
   8.875%, 8/15/2017                         127,540                    159,787
   8.875%, 2/15/2019                         190,910                    241,177
   10.375%, 11/15/2012                        88,958                    111,485
   10.625%, 8/15/2015                         92,610                    130,656
   11.25%, 2/15/2015                          45,890                     67,284
   11.75%, 11/15/2014                         72,775                    101,895
   12.00%, 8/15/2013                         206,650                    285,127
   12.75%, 11/15/2010                          7,220                      9,588
   14.00%, 11/15/2011                         17,300                     24,893
- --------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
  (COST $4,326,098)                                                   4,084,140
- --------------------------------------------------------------------------------
TEMPORARY CASH INVESTMENTS (16.5%)(1)
- --------------------------------------------------------------------------------
COMMERCIAL PAPER ( 10.1%)
A.I. Credit Corp.
   5.26%, 11/18/1999                          50,000                     49,649
Abbey National North America Corp.
   5.35%, 12/15/1999                          30,000                     29,666
Alcoa Inc.
   5.30%, 12/3/1999                           28,000                     27,740
Associates First Capital Corp.
   5.31%, 11/22/1999                          50,000                     49,616
BP America
   5.23%, 11/19/1999                          27,500                     27,304
   5.23%, 11/23/1999                          30,000                     29,769
Bank of Scotland Treasury
   Services PLC
   5.35%, 12/8/1999                           50,000                     49,495
Ciesco LP
   5.30%, 11/23/1999                          25,000                     24,805
Daimler-Chrysler Benz Corp.
   5.28%, 12/10/1999                          25,000                     24,740
E. I. du Pont de Nemours & Co.
   5.20%, 10/7/1999                           24,000                     23,979
   5.22%, 10/8/1999                           25,000                     24,975
Ford Motor Credit Co.
   5.28%, 12/16/1999                          30,000                     29,661
   5.28%, 12/22/1999                          30,000                     29,634
General Electric Capital Corp.
   5.29%, 12/13/1999                          25,000                     24,730
General Electric Co.
   5.29%, 12/10/1999                          30,000                     29,691
General Motors Acceptance Corp.
   5.26%, 12/17/1999                          50,000                     49,428
Halifax PLC
   5.33%, 12/8/1999                           45,000                     44,547
Household Finance Corp.
   5.23%, 10/6/1999                           50,000                     49,964
International Lease Finance Corp.
   5.26%, 11/18/1999                          40,000                     39,719
Procter & Gamble Co.
   5.31%, 12/17/1999                          50,000                     49,431
Toyota Motor Credit Corp.
   5.25%, 11/12/1999                          45,000                     44,724
Transamerica Financial Corp.
   5.32%, 11/16/1999                          25,000                     24,830
Xerox Capital Corp. LLC
   5.25%, 11/10/1999                          47,500                     47,221
                                                                     -----------
                                                                        825,318
- --------------------------------------------------------------------------------
                                                FACE                      MARKET
                                              AMOUNT                      VALUE*
                                                (000)                      (000)
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENTS (6.4%)
Collateralized by U.S. Government
   Obligations in a Pooled
   Cash Account
   5.25%-5.29%, 10/1/1999-Note G            $258,053                    258,053
   5.30%, 10/1/1999                          261,079                    261,079
                                                                     -----------
                                                                        519,132
                                                                     -----------
- --------------------------------------------------------------------------------
TOTAL TEMPORARY CASH INVESTMENTS
   (COST $1,344,477)                                                  1,344,450
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (101.8%)
   (COST $7,160,588)                                                  8,325,626
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-1.8%)
- --------------------------------------------------------------------------------
Other Assets-Note C                                                     137,872
Security Lending Collateral Payable
   to Brokers-Note G                                                   (258,053)
Other Liabilities                                                       (23,324)
                                                                     -----------
                                                                       (143,505)
- --------------------------------------------------------------------------------
NET ASSETS (100%)
- --------------------------------------------------------------------------------
Applicable to 339,384,627 outstanding $.001
   par value shares of beneficial interest
   (unlimited authorization)                                         $8,182,121
================================================================================
NET ASSET VALUE PER SHARE                                                $24.11
================================================================================
*See Note A in Notes to Financial Statements.
oNon-Income-Producing Security.
(1)  The fund invests a portion of its cash reserves in equity  markets  through
     the  use of  index  futures  contracts.  After  giving  effect  to  futures
     investments,   the  fund's   effective  common  stock  and  temporary  cash
     investment positions represent 48.6% and 3.2%, respectively, of net assets.
     See Note F in Notes to Financial Statements.
(2)  Securities with an aggregate  value of $95,086,000  have been segregated as
     initial margin for open futures contracts.
ADR-American Depositary Receipt.
- --------------------------------------------------------------------------------
AT SEPTEMBER 30, 1999, NET ASSETS CONSISTED OF:
- --------------------------------------------------------------------------------
                                               AMOUNT                        PER
                                                (000)                      SHARE
- --------------------------------------------------------------------------------
Paid in Capital                           $6,670,005                     $19.66
Undistributed Net
   Investment Income                          92,326                        .27
Accumulated Net
   Realized Gains                            306,160                        .90
Unrealized Appreciation
   (Depreciation)-Note F
   Investment Securities                   1,165,038                       3.43
   Futures Contracts                         (51,408)                      (.15)
- --------------------------------------------------------------------------------
NET ASSETS                                $8,182,121                     $24.11
- --------------------------------------------------------------------------------

                                       19
<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.
- --------------------------------------------------------------------------------
                                                           ASSET ALLOCATION FUND
                                                   YEAR ENDED SEPTEMBER 30, 1999
                                                                           (000)
- --------------------------------------------------------------------------------
INVESTMENT INCOME
INCOME
   Dividends                                                             41,203
   Interest                                                             256,579
   Security Lending                                                         389
                                                                     -----------
      Total Income                                                      298,171
                                                                     -----------
EXPENSES
   Investment Advisory Fees-Note B
      Basic Fee                                                           8,336
      Performance Adjustment                                             (1,564)
   The Vanguard Group-Note C
      Management and Administrative                                      28,548
      Marketing and Distribution                                          1,322
   Custodian Fees                                                            63
   Auditing Fees                                                             29
   Shareholders' Reports                                                    114
   Trustees' Fees and Expenses                                               11
                                                                     -----------
      Total Expenses                                                     36,859
      Expenses Paid Indirectly-Note D                                        (3)
                                                                     -----------
      Net Expenses                                                       36,856
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                   261,315
- --------------------------------------------------------------------------------
REALIZED NET GAIN
         Investment Securities Sold                                      88,726
         Futures Contract                                               389,038
- --------------------------------------------------------------------------------
REALIZED NET GAIN                                                       477,764
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
         Investment Securities                                          215,219
         Futures Contracts                                             (112,221)
- --------------------------------------------------------------------------------
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)                        102,998
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                   $842,077
================================================================================


                                       20
<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.
- -------------------------------------------------------------------------------
                                                       ASSET ALLOCATION FUND
                                                      YEAR ENDED SEPTEMBER 30,
                                                  ------------------------------
                                                    1999                    1998
                                                   (000)                   (000)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
   Net Investment Income                         261,315                179,056
   Realized Net Gain                             477,764                163,880
   Change in Unrealized Appreciation
      (Depreciation)                             102,998                242,715
      Net Increase in Net Assets
                                             -----------------------------------
      Resulting from Operations                  842,077                585,651
                                             -----------------------------------
DISTRIBUTIONS
   Net Investment Income                        (263,532)              (141,316)
   Realized Capital Gain                        (308,685)              (181,623)
                                             -----------------------------------
      Total Distributions                       (572,217)              (322,939)
                                             -----------------------------------
CAPITAL SHARE TRANSACTIONS1
   Issued                                      3,038,828              1,956,353
   Issued in Lieu of Cash Distributions          550,958                310,969
   Redeemed                                   (1,314,040)              (631,912)
                                             -----------------------------------
      Net Increase from Capital Share
      Transactions                             2,275,746              1,635,410
- --------------------------------------------------------------------------------
   Total Increase                              2,545,606              1,898,122
- --------------------------------------------------------------------------------
NET ASSETS
   Beginning of Year                           5,636,515              3,738,393
                                             -----------------------------------
   End of Year                                $8,182,121             $5,636,515
================================================================================
1Shares Issued (Redeemed)
   Issued                                        123,320                 85,659
   Issued in Lieu of Cash Distributions           23,236                 14,684
   Redeemed                                      (53,361)               (27,756)
                                             -----------------------------------
      Net Increase in Shares Outstanding          93,195                 72,587
================================================================================

                                       21
<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>
- ---------------------------------------------------------------------------------------------------------
                                                                           ASSET ALLOCATION FUND
                                                                          YEAR ENDED SEPTEMBER 30,
                                                            ---------------------------------------------

<S>                                                             <C>      <C>      <C>      <C>      <C>
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR                    1999     1998     1997     1996     1995
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR                            $22.90   $21.53   $18.27   $17.03   $13.78
- ---------------------------------------------------------------------------------------------------------
INVESTMENT OPERATIONS
   Net Investment Income                                         .80      .79      .74      .69      .64
   Net Realized and Unrealized Gain (Loss) on Investments       2.50     2.33     4.29     1.82     3.18
                                                            ---------------------------------------------
      Total from Investment Operations                          3.30     3.12     5.03     2.51     3.82
                                                            ---------------------------------------------
DISTRIBUTIONS
   Dividends from Net Investment Income                         (.91)    (.74)    (.72)    (.66)    (.57)
   Distributions from Realized Capital Gains                   (1.18)   (1.01)   (1.05)    (.61)    -
                                                            ---------------------------------------------
      Total Distributions                                      (2.09)   (1.75)   (1.77)   (1.27)    (.57)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF YEAR                                  $24.11   $22.90   $21.53   $18.27   $17.03
=========================================================================================================
TOTAL RETURN                                                   14.68%   15.24%   29.42%   15.27%   28.57%
=========================================================================================================
RATIOS/SUPPLEMENTAL DATA
   Net Assets, End of Year (Millions)                         $8,182   $5,637   $3,738   $2,341   $1,593
   Ratio of Total Expenses to Average Net Assets                0.49%    0.49%    0.49%    0.47%    0.49%
   Ratio of Net Investment Income to Average Net Assets         3.49%    3.80%    3.96%    4.17%    4.41%
   Portfolio Turnover Rate                                        11%      60%      10%      47%      34%
=========================================================================================================
</TABLE>


                                       22
<PAGE>

NOTES TO FINANCIAL STATEMENTS
Vanguard Asset Allocation 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. Bonds, and 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  futures  contracts,  with the
objectives of maintaining full exposure to the stock market,  enhancing returns,
maintaining  liquidity,  and minimizing transaction costs. The fund may purchase
futures  contracts to immediately  invest  incoming cash in the market,  or sell
futures in  response  to cash  outflows,  thereby  simulating  a fully  invested
position in the underlying index while maintaining a cash balance for liquidity.
The fund may seek to enhance returns by using futures  contracts  instead of the
underlying  securities when futures are believed to be priced more  attractively
than the underlying  securities.  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.  Premiums  and  discounts  on debt
securities  purchased  are amortized  and  accreted,  respectively,  to interest
income over the lives of the respective securities.

                                       23
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

B. Mellon Capital Management  Corporation  provides investment advisory services
to the fund for a fee  calculated  at an annual  percentage  rate of average net
assets.  The basic fee is subject to quarterly  adjustments based on performance
for the preceding  three years relative to a combined  index  comprising the S&P
500 Index and the Lehman  Brothers Long U.S.  Treasury Bond Index.  For the year
ended September 30, 1999, the advisory fee represented an effective annual basic
rate of 0.11% of the fund's  average net assets  before a decrease of $1,564,000
(0.02%) based on performance.

C. The Vanguard Group  furnishes at cost corporate  management,  administrative,
marketing,  and distribution  services. The costs of such services are allocated
to the fund  under  methods  approved  by the  Board of  Trustees.  The fund has
committed to provide up to 0.40% of its net assets in capital  contributions  to
Vanguard.  At September 30, 1999, the fund had contributed capital of $1,770,000
to Vanguard  (included in Other  Assets),  representing  0.02% of the fund's net
assets and 1.8% of Vanguard's  capitalization.  The fund's Trustees and officers
are also Directors and officers of Vanguard.

D. The  fund's  custodian  bank has  agreed  to  reduce  its fees  when the fund
maintains cash on deposit in the  non-interest-bearing  custody account. For the
year  ended  September  30,  1999,  custodian  fee offset  arrangements  reduced
expenses by $3,000.

E. During the year ended September 30, 1999, the fund purchased  $816,429,000 of
investment securities and sold $487,325,000 of investment securities, other than
U.S. government  securities and temporary cash investments.  Purchases and sales
of  U.S.   government   securities   were   $3,545,856,000   and   $173,881,000,
respectively.

F. At September 30, 1999, net unrealized  appreciation of investment  securities
for  financial  reporting  and federal  income tax purposes was  $1,165,038,000,
consisting of unrealized gains of $1,450,459,000 on securities that had risen in
value since their purchase and  $285,421,000 in unrealized  losses on securities
that had fallen in value since their purchase.
     At  September  30, 1999,  the  aggregate  settlement  value of open futures
contracts  expiring in December  1999 and the  related  unrealized  depreciation
were:
- --------------------------------------------------------------------------------
                                                            (000)
                                           -------------------------------------
                                                AGGREGATE
                           NUMBER OF            SETTLEMENT           UNREALIZED
FUTURES CONTRACTS        LONG CONTRACTS           VALUE             DEPRECIATION
- --------------------------------------------------------------------------------
S&P 500 Index                3,338             $1,083,348            $(51,408)
- --------------------------------------------------------------------------------
Unrealized depreciation on open futures contracts is required to be treated as
realized loss for federal income tax purposes.

G. The market value of  securities  on loan to  broker/dealers  at September 30,
1999, was  $465,150,000,  for which the fund had received as collateral  cash of
$258,053,000 and U.S.  Treasury  securities with a market value of $215,525,000.
Cash collateral  received is invested in repurchase  agreements.  Security loans
are  required  to be secured at all times by  collateral  at least  equal to the
market  value  of  securities  loaned;  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.

                                       24
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Trustees of
Vanguard Asset Allocation Fund

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

PricewaterhouseCoopers LLP

Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103

October 29, 1999

                                       25
<PAGE>

- --------------------------------------------------------------------------------
SPECIAL 1999 TAX INFORMATION (UNAUDITED) FOR
VANGUARD ASSET ALLOCATION FUND

This  information  for the fiscal year ended  September  30,  1999,  is included
pursuant to provisions of the Internal Revenue Code.
     The fund  distributed  $154,343,000  as capital  gain  dividends  (from net
long-term  capital  gains) to  shareholders  in December  1998,  all of which is
designated as a 20% rate gain distribution.
     For corporate shareholders, 8.9% of investment income (dividend income plus
short-term gains, if any) qualifies for the dividends-received deduction.
- --------------------------------------------------------------------------------

                                       26
<PAGE>

- --------------------------------------------------------------------------------
NOTICE TO SHAREHOLDERS ABOUT Y2K

As is well known by now,  the  approaching  calendar  change to 2000 has posed a
challenge to many computer  systems  worldwide.  Computers that are not modified
could   interpret   "00"  as  1900  rather  than  2000  and  produce  errors  in
date-dependent  calculations,  including  bond  interest  payments,  stock trade
settlements, retirement benefits, and other financial transactions.

OUR APPROACH
Vanguard  has taken this  challenge  seriously.  We have had a Year 2000 Project
under way since 1996 to fulfill our  responsibility  to  safeguard  our business
relationships and the security of our investors' accounts.
     Our internal systems are Year 2000-compliant.  They have been renovated and
thoroughly tested and are ready for the date change. As for the external systems
that  connect  with ours,  we have been  working for many  months with  clients,
business  partners,  and  providers  of products  and  services to assess  their
compliance. We have analyzed the external services we require and have developed
contingency   plans-including   provision  for   alternative   providers   where
appropriate.
     On New Year's  Day,  our  telephone  centers  will be staffed and ready for
shareholder  calls.  However,  we expect  the volume of  inquiries  over the New
Year's weekend to be high, and we encourage shareholders to check their accounts
via our website or automated telephone systems, which offer much greater service
capacity and efficiency. This will also help our live representatives to provide
a  higher  level  of  service  to  those  with  specific  transaction  or  other
service-related needs.

WHAT YOU CAN DO
We assure you we will protect our shareholders' records, so account records will
not  be  lost.  Nevertheless,  keeping  copies  of  current  records  is  always
advisable.  You  should  keep at  least  your  third-quarter  statement  and any
confirmations you receive from us between October 1, 1999, and year-end.
     If you are a registered user of Access Vanguard(tm) (www.vanguard.com), you
can retrieve this  information  through the secure "Your  Accounts"  section and
print copies for your files.  If you are not registered for Access  Vanguard and
wish to have this  flexibility,  you should register as soon as possible so that
you can receive your password and become  familiar with this service  before the
New Year's weekend.  Likewise,  you may need personal  identification numbers to
use our automated  telephone services:  Vanguard  Tele-Account(r) for individual
investors  (1-800-662-6273)  and  The  VOICE(tm)  Network  for  participants  in
employer-sponsored retirement plans (1-800-523-1188).
     Our Year 2000 Project's primary goal from the start has been to prepare our
systems  for  business  as usual on  behalf  of our  shareholders  into 2000 and
beyond.  We remain  confident  we will meet that  goal,  and we look  forward to
serving you in the years to come.
- --------------------------------------------------------------------------------

                                       27
<PAGE>

THE VANGUARD FAMILY OF FUNDS

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

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

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

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

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

*Offers Institutional Shares.

 For information about Vanguard funds, 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.

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

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

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

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

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

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

ALFRED M. RANKIN, JR. * (1993) Chairman,  President, and Chief Executive Officer
of NACCO Industries, Inc.; Director of NACCO Industries, The BFGoodrich Co., and
The Standard Products 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)  Director of Cummins Engine Co. and The Mead Corp.;
Trustee of Vanderbilt University.
- --------------------------------------------------------------------------------
OTHER FUND OFFICERS
RAYMOND J.  KLAPINSKY  *  Secretary;  Managing  Director  and  Secretary  of The
Vanguard  Group,  Inc.;  Secretary  of each of the  investment  companies in The
Vanguard Group.

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

VANGUARD MANAGING DIRECTORS
R. GREGORY BARTON * Legal Department.
ROBERT A. DISTEFANO * Information Technology.
JAMES H. GATELY * Individual Investor Group.
KATHLEEN C. GUBANICH * Human Resources.
IAN A. MACKINNON * Fixed Income Group.
F. WILLIAM MCNABB, III * Institutional Investor Group.
MICHAEL S. MILLER * Planning and Development.
RALPH K. PACKARD * Chief Financial Officer.
GEORGE U. SAUTER * Core Management Group.
<PAGE>
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                                        Q780-11/11/1999

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