UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-07443 Name of Registrant: Vanguard Whitehall Funds Address of Registrant: P.O. Box 2600 Valley Forge, PA 19482 Name and address of agent for service: R. Gregory Barton, Esquire P.O. Box 876 Valley Forge, PA 19482 Registrant's telephone number, including area code: (610) 669-1000 Date of fiscal year end: October 31 Date of reporting period: November 1, 2002 - April 30, 2003 Item 1: Reports to Shareholders VANGUARD(R) INTERNATIONAL EXPLORER(TM) FUND SEMIANNUAL REPORT [GRAPHIC ART] APRIL 30, 2003 THE VANGUARD GROUP (R) ETERNAL PRINCIPLES Markets change, but the principles of successful investing do not. During the past few years, radical upheaval in the stock market has displayed the power of this simple truth to dramatic effect. In the late 1990s, stocks experienced one of the greatest bull markets in financial history. Then, in March 2000, the longest downturn since the Great Depression began. In both bull and bear markets, however, the principles of successful investing are identical: balance, diversification, and attention to costs. Balance among stock, bond, and money market funds allows you to pursue long-term growth while moderating your risk. Diversification limits your exposure to the disasters that can befall any one security or sector. Attention to costs means you keep a larger share of any rewards produced by your investments. These principles are timeless. In fact, they're the basis of our very first mutual fund--Vanguard(R) Wellington(TM) Fund, a balanced portfolio established in 1929. Over time, balance, diversification, and attention to costs have proven to be the master keys to investment success. ================================================================================ SUMMARY - -------------------------------------------------------------------------------- * Vanguard International Explorer Fund returned 5.8% in the first half of its 2003 fiscal year. * International stocks struggled before closing the period with a strong rally. * The fund's six-month result came up short of the returns of its mutual fund peers and an index of small international stocks, but fared well against the return of a broad benchmark of international stocks. ================================================================================ ================================================================================ CONTENTS - -------------------------------------------------------------------------------- 1 Letter from the Chairman 4 Report from the Adviser 7 Fund Profile 9 Glossary of Investment Terms 10 Performance Summary 11 Results of Proxy Voting 12 Financial Statements 22 Advantages of Vanguard.com ================================================================================ ================================================================================ LETTER FROM THE CHAIRMAN [Picture of John J. Brennan] Fellow Shareholder, Vanguard International Explorer Fund recorded a gain of 5.8% for the six months ended April 30, 2003. This result, which was solid in absolute terms, was a bit shy of the returns of the average international small-capitalization stock mutual fund and the Citigroup Extended Market Europe & Pacific (EM EPAC) Index, a broad measure of small international stocks. The adjacent table presents the six-month total returns (capital change plus reinvested distributions) of your fund and its comparative measures. The per-share components of the fund's return appear on page 3. =============================================== TOTAL RETURNS SIX MONTHS ENDED APRIL 30, 2003 - ----------------------------------------------- VANGUARD INTERNATIONAL EXPLORER FUND 5.8% Average International Small-Cap Fund* 6.1 Citigroup EM EPAC Index 6.8 MSCI All Country World Index Free ex USA 3.1 - ----------------------------------------------- *Derived from data provided by Lipper Inc. On an absolute basis, the fund benefited in general from the late-period surge in international stocks, and specifically from the strong performance of its investments in consumer-related stocks and some technology companies. Relative to its comparative measures, the fund's emphasis on stocks in small Asian countries hurt performance. MOST DEVELOPED MARKETS ROSE IN DOLLARS; MANY EMERGING MARKETS SURGED During the six months ended April 30, investors in international markets added the U.S. intervention in Iraq to a list of worries that included the general state of the world economy and the potential for heightened terrorist activity. Amid the lengthy buildup to the war, international stock markets drifted downward, until the mid-March invasion of Iraq sparked a rally late in the first quarter. In the United States, the Wilshire 5000 Total Market Index returned 5.0% for the six months. Stocks in the world's other markets, as measured by the Morgan Stanley Capital International All Country World Index Free ex USA, declined in the aggregate but produced a 3.1% gain for U.S.-based investors as a result of the weakening of the U.S. dollar. The 21 developed international markets tracked by the MSCI Europe, Australasia, Far East (EAFE) Index declined in local-currency terms, while returning 1.8% in dollars. But emerging markets were the true stars of the period. The stock markets in Israel, the Czech Republic, and Brazil all recorded strong gains in dollars. Stocks in several politically troubled Latin American nations suffered as general labor strikes disrupted business activity. 1 A ONE-MONTH RALLY PROPELLED THE INTERNATIONAL EXPLORER FUND Your fund's 5.8% six-month return represented a strong bounceback from its result in the 2002 fiscal year. Remarkably, the fund's fine absolute performance was confined to a stretch of just a few weeks in April. In fact, from the start of its fiscal year on October 31, 2002, through March 31, 2003, the fund returned -4.4%. But a return of 10.6% in April resulted in a solid positive return for the half-year. ===================================================================== MARKET BAROMETER TOTAL RETURNS PERIODS ENDED APRIL 30, 2003 ------------------------------- SIX ONE FIVE MONTHS YEAR YEARS* - --------------------------------------------------------------------- STOCKS MSCI All Country World Index Free ex USA (International) 3.1% -15.2% -4.9% Russell 1000 Index (Large-caps) 4.8 -13.5 -2.3 Russell 2000 Index (Small-caps) 7.6 -20.8 -2.5 Wilshire 5000 Index (Entire market) 5.0 -13.6 -2.6 - --------------------------------------------------------------------- BONDS Lehman Aggregate Bond Index 4.3% 10.5% 7.6% (Broad taxable market) Lehman Municipal Bond Index 3.6 8.5 6.3 Citigroup 3-Month Treasury Bill Index 0.6 1.5 4.0 - --------------------------------------------------------------------- CPI Consumer Price Index 1.4% 2.2% 2.5% ===================================================================== *Annualized. Your fund's investment adviser, Schroder Investment Management North America, invests in a broadly diversified group of smaller- cap stocks in nearly 20 countries not including the United States. During the six months, the adviser's selections among industrial companies, media firms, and information technology concerns fared well overall. However, as stated earlier, International Explorer's shortfall to the EM EPAC Index was a result of its emphasis on the stocks of small Asian countries. In addition, the fund's consumer cyclical investments (companies that are sensitive to changes in economic conditions) posted a modest loss during the half-year; more than 20% of the fund's assets were invested in these types of stocks. For details on the fund's performance and its positioning, see the Report from the Adviser, which begins on page 4. INTERNATIONAL STOCKS CAN BENEFIT A U.S.-FOCUSED PORTFOLIO The exposure that Vanguard International Explorer Fund provides to small-cap stocks in European, Asian, and emerging markets can add diversification to a portfolio concentrated in U.S. securities. And the fund presents this exposure at a cost that is far lower than that of similar funds. The fund's expense ratio (annualized operating expenses as a percentage of average net assets) is, at 0.74%, less than half that of the 2.00% expense ratio of its average mutual fund peer. That advantage works to your benefit year after year, a significant factor over the long run. ================================================================================ THE FUND'S INDUSTRIAL, MEDIA, AND INFORMATION TECHNOLOGY HOLDINGS FARED WELL IN THE HALF-YEAR. ================================================================================ 2 As we would recommend with any international investment, we advise you to use the fund as just one component of a widely diversified portfolio that includes allocations to U.S. stock, bond, and money market funds. Maintaining diversification is the best way to ensure that your portfolio combines opportunities for growth with the potential to offset some of the markets' periodic declines. We thank you for your continued trust and confidence. Sincerely, /s/ John J. Brennan John J. Brennan Chairman and Chief Executive Officer May 19, 2003 ================================================================================ YOUR FUND'S PERFORMANCE AT A GLANCE OCTOBER 31, 2002-APRIL 30, 2003 DISTRIBUTIONS PER SHARE --------------------------- STARTING ENDING INCOME CAPITAL SHARE PRICE SHARE PRICE DIVIDENDS GAINS - -------------------------------------------------------------------------------- International Explorer Fund $8.11 $8.52 $0.06 $0.00 ================================================================================ 3 ================================================================================ REPORT FROM THE ADVISER In the first half of fiscal 2003, Vanguard International Explorer Fund returned 5.8%, a result that was below the 6.8% return of the Citigroup EM EPAC Index, a broad measure of small non-U.S. stocks. THE INVESTMENT ENVIRONMENT Global equity markets retreated throughout most of the six-month period, reflecting concern over the prospect of hostilities in the Middle East, rising oil prices, and weakness in leading indicators of global economic activity. Corporate spending showed little sign of recovery, with discretionary spending kept to a bare minimum and technology spending focused on cost reduction. Consumer spending in the United States and the United Kingdom, which had been relatively resilient, showed evidence of fading. Further cuts in interest rates by central banks were largely ignored by equity investors. Thanks to a strong rally that began in mid-March, which was led by European equities, many stocks recorded positive returns in the six months. The recovery of European stocks at the end of the period was partly a reaction to their relative weakness at its beginning. In contrast, Asian markets marked time. In Japan, the reorganization of corporate pension schemes resulted in selling pressure, while the rest of Asia was preoccupied with the posturing of North Korea and the eruption of the SARS (Severe Acute Respiratory Syndrome) virus. Across all major regions, small-capitalization stocks outperformed large-caps during the six months. The 6.8% return of the EM EPAC Index was well ahead of the 1.8% return of the MSCI EAFE Index. The outperformance of smaller companies was particularly evident in Asia. However, during the rally that followed the U.S.-led invasion of Iraq, European large-cap stocks recouped much of the ground they had lost relative to smaller companies earlier in the half-year. ================================================================================ INVESTMENT PHILOSOPHY THE ADVISER BELIEVES THAT SUPERIOR LONG-TERM INVESTMENT RESULTS CAN BE ACHIEVED IN MARKETS OUTSIDE THE UNITED STATES BY SELECTING STOCKS OF SMALLER COMPANIES THAT ARE ATTRACTIVELY VALUED AND THAT HAVE SIGNIFICANT COMPETITIVE ADVANTAGES, SOLID FUNDAMENTALS, HIGH-QUALITY MANAGEMENT, AND STRONG BALANCE SHEETS. ================================================================================ OUR SUCCESSES AND FAILURES The fund's performance lagged that of the benchmark during the period. The main reason for this was the fund's country allocation--most critically, our positioning in Asia. Although our underweighting in Japanese equities was a positive factor in the fund's half-year return, our emphasis on the smaller Asian markets of Hong Kong, Singapore, and South Korea harmed performance. We also suffered 4 "opportunity cost" due to our nil weighting in Australia, where returns were enhanced by a 12.7% rise in the currency versus the U.S. dollar. Another negative factor was our stock selection in Europe, where the fund's financial and information technology stocks performed relatively poorly. Although we reduced the fund's exposure to industrial spending during the period, a number of the remaining holdings had a negative impact on performance. Our selections in Japan were also disappointing. The deteriorating economic outlook in Japan particularly affected retailing stocks, which are sensitive to domestic consumer demand. On a more positive note, our hedge out of the yen and into the euro yielded gains as the euro rose 9.8% against the yen. Our stock selection in the United Kingdom was also a positive factor, as a number of holdings in the consumer discretionary (particularly media and housing), industrials, and information technology sectors performed relatively well. THE FUND'S POSITIONING The rally in equity markets that followed the outbreak of war with Iraq has proved to be somewhat more durable than might have been anticipated, particularly since, apart from a substantial decline in oil prices, the global economic picture remains uncertain. There appear to be few grounds for expecting a rapid acceleration in economic growth, because industrial capacity utilization is low and weakness in the U.S. dollar is adding to deflationary pressures in Europe and Japan. On the other hand, expectations for global economic activity were already modest, and--assuming a reduction in geopolitical uncertainty--some stabilization is possible. In most markets, smaller companies continue to represent good value relative to large companies. Furthermore, if global activity remains subdued overall, we believe that smaller companies will remain attractive to the extent that they can exploit pockets of growth and pricing power. We continue to concentrate on companies that offer relative visibility of earnings, have an identifiable management quality, and focus on their shareholders. For example, in Europe we are focusing on the peripheral countries for which monetary and/or fiscal conditions are relatively loose, and we are putting less emphasis on core countries, such as Germany, where these conditions appear overly restrictive. This has resulted in additions to our investments in Greece, Ireland, and Spain in the last six months, while the fund continues to be overweighted versus the benchmark in the U.K. and the Scandinavian markets. As mentioned previously, we reduced the fund's exposure to industrial spending in Europe (particularly in information technology and outsourcing). We also trimmed the fund's health care holdings, reflecting the increased pressure on national governments to rein in medical costs. 5 Our positive view of the U.K. market is supported by evidence of increased merger and acquisition activity there. Inexpensive valuations and declining corporate bond yields are providing encouragement to both trade and private equity buyers, which should focus attention on smaller companies as an asset class. In Asia, we remain cautious about Japan. The overall economic situation continues to provide a poor backdrop for corporate profitability. Exports are becoming less supportive to growth, and there is little evidence that deflationary pressures are responding to monetary stimulus. The recent strengthening of the yen versus the U.S. dollar can only add to these pressures. Elsewhere in Asia, other economies also face a slowdown in export growth, but this should be cushioned by the weakening of regional currencies relative to the dollar and by the continuing shift of manufacturing into the region. Valuations remain compelling, and although the present concerns in the region, including SARS and North Korea, are likely to add to volatility in the short term, the fund remains overweighted in these markets. Matthew Dobbs, Senior Vice President Schroder Investment Management North America Inc. May 15, 2003 6 ================================================================================ FUND PROFILE As of April 30, 2003 This Profile provides a snapshot of the fund's characteristics, compared where appropriate with an unmanaged market index. Key terms are defined on page 9. INTERNATIONAL EXPLORER FUND ====================================================== PORTFOLIO CHARACTERISTICS CITIGROUP FUND INDEX* - ------------------------------------------------------ Number of Stocks 187 2,870 Turnover Rate 89%** -- Expense Ratio 0.74%** -- Cash Investments 5.9% -- - ------------------------------------------------------ ====================================================== TEN LARGEST HOLDINGS (% of total net assets) Venture Corporation Ltd. 1.3% (electronics) Paragon Group Companies PLC 1.3 (financial services) Galen Holdings PLC 1.3 (pharmaceuticals) Lindt & Spruengli AG 1.3 (food, beverage, and tobacco) Taylor Woodrow PLC 1.2 (real estate) Fountain Set (Holdings) Ltd. 1.2 (apparel and textiles) Enterprise Inns PLC 1.1 (leisure) Koram Bank 1.1 (banking) BPP Holdings PLC 1.0 (media) Forth Ports PLC 1.0 (transportation) - ------------------------------------------------------ Top Ten 11.8% ====================================================== The "Ten Largest Holdings" excludes any temporary cash investments and equity index products. ============================================= VOLATILITY MEASURES CITIGROUP FUND INDEX* - --------------------------------------------- R-Squared 0.91 1.00 Beta 1.05 1.00 ============================================= ======================================================== SECTOR DIVERSIFICATION (% of portfolio) CITIGROUP FUND INDEX* - -------------------------------------------------------- Basic Materials 3.1% 11.1% Conglomerates 2.8 2.3 Consumer Cyclicals 19.1 21.5 Consumer Noncyclicals 12.2 10.2 Energy 2.9 1.5 Financials 15.2 20.3 Health Care 4.3 5.9 Industrial Goods & Services 18.7 13.2 Technology 6.7 5.4 Telecommunications 2.7 0.6 Transportation 4.9 4.5 Utilities 1.5 3.5 Cash Investments 5.9% -- ======================================================== ======================================= ALLOCATION BY REGION (% of portfolio) EUROPE 65% PACIFIC 26% CASH INVESTMENTS 6% EMERGING MARKETS 3% ======================================= *Citigroup EM EPAC Index. **Annualized. Country Diversification table is on the next page. Visit our website at WWW.VANGUARD.COM for regularly updated fund information. 7 FUND PROFILES (continued) - -------------------------------------------------------------------------------- =========================================== COUNTRY DIVERSIFICATION (% of portfolio) CITIGROUP FUND INDEX* - ------------------------------------------- EUROPE United Kingdom 27.2% 25.1% Netherlands 6.4 5.3 Italy 4.1 4.0 Spain 3.8 3.9 Germany 3.2 6.6 Switzerland 3.2 6.5 France 2.9 8.4 Denmark 2.6 0.8 Belgium 2.4 1.0 Sweden 2.4 1.8 Greece 2.2 0.4 Finland 2.1 1.6 Ireland 1.8 0.9 Luxembourg 0.7 0.1 Austria 0.0 0.3 Norway 0.0 0.3 Portugal 0.0 0.3 - ------------------------------------------- Subtotal 65.0% 67.3% - ------------------------------------------- PACIFIC Japan 16.4% 22.3% Hong Kong 6.5 2.0 Singapore 2.9 1.0 Australia 0.0 5.1 New Zealand 0.0 0.2 - ------------------------------------------- Subtotal 25.8% 30.6% - ------------------------------------------- EMERGING MARKETS South Korea 3.3% 1.9% - ------------------------------------------- Subtotal 3.3% 1.9% - ------------------------------------------- NORTH AMERICA United States 0.0% 0.2% - ------------------------------------------- Subtotal 0.0% 0.2% - ------------------------------------------- Cash Investments 5.9% -- - ------------------------------------------- Total 100.0% 100.0% - ------------------------------------------- *Citigroup EM EPAC Index. 8 ================================================================================ GLOSSARY OF INVESTMENT TERMS BETA. A measure of the magnitude of a fund's past share-price fluctuations in relation to the ups and downs of the overall market (or appropriate market index). The market (or index) is assigned a beta of 1.00, so a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the overall market rose or fell by 10%. However, a fund's beta should be reviewed in conjunction with its R-squared (see definition below). The lower the R-squared, the less correlation there is between the fund and the benchmark, and the less reliable beta is as an indicator of volatility. - -------------------------------------------------------------------------------- CASH INVESTMENTS. The percentage of a fund's net assets invested in "cash equivalents"--highly liquid, short-term, interest-bearing securities. This figure does not include cash invested in futures contracts or swap agreements. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 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 returns were precisely synchronized with the overall market's return, its R-squared would be 1.00. If the fund's returns bore no relationship to the market's returns, its R-squared would be 0. - -------------------------------------------------------------------------------- TURNOVER RATE. An indication of the fund's trading activity. Funds with high turnover rates incur higher transaction costs and are more likely to distribute capital gains (which are taxable to investors). - -------------------------------------------------------------------------------- 9 ================================================================================ PERFORMANCE SUMMARY As of April 30, 2003 All of the returns in this report 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. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares. INTERNATIONAL EXPLORER FUND - -------------------------------------------------------------------------------- FISCAL-YEAR TOTAL RETURNS (%) November 4, 1996-April 30, 2003 SCALE RANGE -40% TO 80% INTERNATIONAL CITIGROUP EM EXPLORER FUND EPAC INDEX -------------- ---------------- 1997 -7.7% -6.2% 1998 7.9 1.1 1999 65.4 18.0 2000 22.3 -2.2 2001 -28.7 -19.2 2002 -9.2 -6.4 2003* 5.8 6.8 *Six months ended April 30, 2003. Note: See Financial Highlights table on page 18 for dividend and capital gains information. - -------------------------------------------------------------------------------- AVERAGE ANNUAL TOTAL RETURNS for periods ended March 31, 2003 This table presents average annual total returns through the latest calendar quarter--rather than through the end of the fiscal period. Securities and Exchange Commission rules require that we provide this information. SINCE INCEPTION ONE FIVE ----------------------- INCEPTION DATE YEAR YEARS CAPITAL INCOME TOTAL - -------------------------------------------------------------------------------- INTERNATIONAL EXPLORER FUND 11/4/1996 -22.20% 4.01% 2.94% 0.56% 3.50% - -------------------------------------------------------------------------------- 10 ================================================================================ NOTICE TO SHAREHOLDERS At a special meeting of shareholders on December 3, 2002, fund shareholders approved the following proposal: - - ELECT TRUSTEES FOR THE FUND.* The individuals listed in the table below were elected as trustees for the fund. All trustees served as trustees to the fund prior to the shareholder meeting. - -------------------------------------------------------------------------------- TRUSTEE FOR WITHHELD PERCENTAGE FOR - -------------------------------------------------------------------------------- John J. Brennan 887,330,003 25,858,480 97.2% Charles D. Ellis 888,187,234 25,001,249 97.3 Rajiv L. Gupta 886,074,024 27,114,458 97.0 JoAnn Heffernan Heisen 887,993,494 25,194,989 97.2 Burton G. Malkiel 885,287,279 27,901,204 96.9 Alfred M. Rankin, Jr. 888,562,679 24,625,804 97.3 J. Lawrence Wilson 885,572,035 27,616,448 97.0 - -------------------------------------------------------------------------------- *Results are for all funds within the same trust. Note: Vote tabulations are rounded to the nearest whole number. 11 ================================================================================ FINANCIAL STATEMENTS April 30, 2003 (unaudited) STATEMENT OF NET ASSETS This Statement provides a detailed list of the fund's holdings, including each security's market value on the last day of the reporting period. Securities are grouped and subtotaled by asset type (common stocks, bonds, etc.) and by country. 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. 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* INTERNATIONAL EXPLORER FUND SHARES (000) - -------------------------------------------------------------------------------- COMMON STOCKS (94.1%) - -------------------------------------------------------------------------------- BELGIUM (2.4%) Colruyt NV 11,160 729 * Mobistar SA 17,168 559 Agfa Gevaert NV 27,430 545 Umicore 7,090 322 Distrigaz 216 176 Fluxys-D 2 2 ---------- 2,333 ---------- DENMARK (2.6%) * Topdanmark A/S 23,300 760 Novozymes A/S 20,080 490 Danisco A/S 11,420 417 Group 4 Falck A/S 20,270 353 * Jyske Bank A/S 10,503 343 ISS A/S 4,160 156 ---------- 2,519 ---------- FINLAND (2.1%) * Elisa Oyj Class A 71,380 550 KCI Konecranes Oyj 20,060 437 Alma Media Corporation-II 19,428 423 YIT-Yhtyma Oyj 23,500 420 Amer Group Ltd. 6,910 208 ---------- 2,038 ---------- FRANCE (2.9%) Unibail Co. 9,360 626 Technip-Coflexip SA 6,280 514 Eiffage SA 4,950 429 Gecina SA 2,640 297 Groupe Bourbon SA 4,070 294 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MARKET VALUE* SHARES (000) - -------------------------------------------------------------------------------- Tessi SA 12,971 246 Linedata Services 18,500 235 Groupe Partouche SA 1,927 97 ---------- 2,738 ---------- GERMANY (3.2%) Rhoen-Klinikum AG 14,950 559 Deutsche Boerse AG 10,210 479 Beru AG 8,360 436 Hugo Boss AG Pfd. 20,563 263 Porsche AG 710 261 Medion AG 6,679 250 GEHE AG 6,140 244 * Techem AG 24,000 230 Vossloh AG 4,560 160 Takkt AG 16,690 81 Solarworld AG 12,332 58 ---------- 3,021 ---------- GREECE (2.2%) * Public Power Corp. 45,360 687 Cosmote Mobile Communications SA 59,255 614 Greek Organization of Football Prognostics 62,840 574 Teletipos SA 44,950 269 ---------- 2,144 ---------- HONG KONG (6.5%) Fountain Set (Holdings) Ltd. 1,650,000 1,121 Asia Satellite Telecommunications Holdings Ltd. 700,000 969 ================================================================================ 12 ================================================================================ MARKET VALUE* SHARES (000) - -------------------------------------------------------------------------------- China Merchants Holdings International Co. Ltd. 1,169,000 922 Yue Yuen Industrial (Holdings) Ltd. 425,000 872 * Hong Kong Exchanges & Clearing Ltd. 634,000 740 Kingmaker Footwear Holdings Ltd. 2,401,836 585 Tan Chong International Ltd. 2,862,000 360 Dah Sing Financial Group 66,000 301 i-CABLE Communications Ltd. 727,000 162 Clear Media Ltd. 346,000 157 ---------- 6,189 ---------- IRELAND (1.8%) First Active PLC 114,700 685 * Anglo Irish Bank Corp. PLC 63,770 480 DCC PLC 31,667 392 United Drug PLC 14,750 204 ---------- 1,761 ---------- ITALY (4.1%) * Compagnie Industriali Riunite SpA 543,280 608 Interpump Group SpA 133,370 561 * Autogrill SpA 44,040 430 Mondadori (Arnoldo) Editore SpA 60,100 426 Italmobiliare SpA 10,910 420 Permasteelisa SpA 22,710 413 Italmobiliare SpA Non-Convertible Risp. 16,940 406 Bayerische Vita SpA 103,010 325 Autostrada Torino- Milano SpA 28,360 309 ---------- 3,898 ---------- JAPAN (16.4%) Tsubaki Nakashima Co., Ltd. 139,500 935 Ushio Inc. 67,000 753 Arisawa Mfg. Co., Ltd. 30,470 706 Glory Ltd. 33,000 678 Japan Airport Terminal Co., Ltd. 114,000 648 * SKY Perfect Communications Inc. 755 572 Sato Corp. 33,000 567 Belluna Co., Ltd. 15,000 548 XEBIO Co., Ltd. 33,000 535 Yokogawa Electric Corp. 73,000 520 Drake Beam Morin Japan Inc. 15,100 512 KOA Corp. 102,000 466 Nippon Thompson Co., Ltd. 134,000 465 * Columbia Music Entertainment, Inc. 589,000 444 Yushiro Chemical Industry Co., Ltd. 75,000 440 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MARKET VALUE* SHARES (000) - -------------------------------------------------------------------------------- Katokichi Co., Ltd. 28,900 425 Nippon Chemi-Con Corp. 140,000 407 Tokyo Ohka Kogyo Co., Ltd. 27,000 389 ABC-Mart Inc. 35,000 377 * D & M Holdings Inc. 155,000 377 Park24 Co., Ltd. 22,000 355 * UMC Japan 429 338 Meitec Corp. 13,000 330 Tokyo Individual Educational Institute, Inc. 41,200 326 Resorttrust, Inc. 17,000 323 Sumitomo Titanium Corp. 31,000 307 * Sammy Corp. 14,800 304 Arc Land Sakamoto Co., Ltd. 39,000 294 Sanyo Chemical Industries, Ltd. 48,000 263 Nishimatsuya Chain Co., Ltd. 11,700 259 * Nissin Co., Ltd. 117,600 514 Sumitomo Warehouse Co. Ltd. 101,000 206 Idec Izumi Corp. 60,500 201 Trusco Nakayama Corp. 18,300 199 Inaba Denki Sangyo Co., Ltd. 15,800 192 Paris Miki Inc. 16,000 192 Meiko Shokai Co., Ltd. 21,000 158 Toho Real Estate Co., Ltd. 38,000 127 Shoeisha Co., Ltd. 107 56 Sammy Corp. Warrants Exp. 6/30/2006 1,480 -- ---------- 15,708 ---------- LUXEMBOURG (0.7%) * Transcom WorldWide SA 397,360 632 ---------- NETHERLANDS (6.4%) * Laurus NV 580,530 803 * IHC Caland NV 13,650 705 * Euronext NV 25,600 566 Oce NV 60,030 565 Imtech NV 38,500 559 CSM NV 26,687 522 * New Skies Satellites NV 97,450 454 * Eurocommercial Properties NV 18,740 424 * Koninklijke Numico NV 43,670 407 Van Der Moolen Holdings NV 36,480 375 Nutreco Holding NV 20,890 326 * Exact Holding NV 17,550 213 Airspray NV 9,460 190 ---------- 6,109 ---------- SINGAPORE (2.9%) Venture Corporation Ltd. 155,000 1,292 Singapore Airport Terminal Services Ltd. 607,000 520 * ComfortDelgro Corp. Ltd. 585,297 270 Sembcorp Logistics Ltd. 254,000 256 ================================================================================ 13 ================================================================================ MARKET VALUE* INTERNATIONAL EXPLORER FUND SHARES (000) - -------------------------------------------------------------------------------- Informatics Holdings Ltd. 641,000 242 Sembcorp Industries Ltd. 335,000 223 ---------- 2,803 ---------- SOUTH KOREA (3.3%) Koram Bank 160,000 1,042 * Hyundai Mobis 43,000 855 Hyundai Department Store Co., Ltd. 34,600 567 Hyundai Department Store H&S Co. Ltd. 35,400 415 Seoul Securities Co. 125,000 309 ---------- 3,188 ---------- SPAIN (3.8%) Corporacion Mapfre SA 78,240 733 * Gamesa Corporacion Tecnologica SA 28,500 584 Promotora de Informaciones SA 68,640 521 Acciona SA 10,760 516 Enagas 65,033 471 Compania de Distribucion Integral Logista SA 16,570 370 * Baron de Ley SA 10,120 316 * Sogecable SA 11,840 129 ---------- 3,640 ---------- SWEDEN (2.4%) * Intrum Justitia AB 134,240 648 * Capio AB 71,520 498 D. Carnegie & Co. AB 74,520 408 Nobia AB 45,060 314 Perbio Science AB 23,900 311 Observer AB 65,563 152 ---------- 2,331 ---------- SWITZERLAND (3.2%) Lindt & Spruengli AG (Ptg. Ctf.) 1,000 619 Lindt & Spruengli AG 86 582 * Logitech International SA 14,570 537 Bank Sarasin & Cie AG 455 520 SGS Societe Generale de Surveillance Holding SA (Registered) 1,380 483 Lonza Group AG (Registered) 3,075 187 * Swiss Life Holding 2,220 139 ---------- 3,067 ---------- UNITED KINGDOM (27.2%) Paragon Group Companies PLC 380,000 1,261 Galen Holdings PLC 180,000 1,256 Taylor Woodrow PLC 360,000 1,128 Enterprise Inns PLC 111,000 1,088 BPP Holdings PLC 220,000 985 Forth Ports PLC 68,850 982 Chrysalis Group PLC 300,000 976 Balfour Beatty PLC 330,000 945 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MARKET VALUE* SHARES (000) - -------------------------------------------------------------------------------- Games Workshop Group PLC 110,000 909 AEA Technology PLC 300,000 849 Babcock International Group PLC 520,000 848 Liontrust Asset Management PLC 160,000 831 Carillion PLC 371,787 814 Speedy Hire PLC 175,000 792 Abbot Group PLC 350,000 776 Quintain Estates & Development PLC 195,000 756 Westbury PLC 150,000 734 Emap PLC 55,000 706 Findel PLC 185,000 650 Britannic Group PLC 230,000 647 Reed Health Group PLC 420,000 645 Greggs PLC 13,000 625 * NDS Group PLC ADR 47,470 610 Countrywide Assured Group PLC 400,000 582 Alpha Airports Group PLC 600,000 571 The Go-Ahead Group PLC 50,000 519 Nestor Healthcare Group PLC 150,000 496 Alfred McAlpine Group PLC 125,000 493 * Lastminute.com PLC 300,000 456 Shanks Group PLC 280,820 415 Low & Bonar PLC 430,000 412 IG Group PLC 100,000 408 Management Consulting Group PLC 507,353 381 William Hill PLC 100,000 373 Goldshield Group PLC 143,876 368 Courts PLC 135,257 368 Stanley Leisure PLC 60,720 266 Regent Inns PLC 149,210 174 ---------- 26,095 ---------- - -------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost $93,719) 90,214 - -------------------------------------------------------------------------------- FACE AMOUNT (000) - -------------------------------------------------------------------------------- TEMPORARY CASH INVESTMENT (7.3%) - -------------------------------------------------------------------------------- Repurchase Agreement Collateralized by U.S. Government Obligations in a Pooled Cash Account 1.32%, 5/1/2003 (Cost $6,997) $ 6,997 6,997 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS (101.4%) (Cost $100,716) 97,211 - -------------------------------------------------------------------------------- 14 ================================================================================ MARKET VALUE* (000) - -------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES (-1.4%) - -------------------------------------------------------------------------------- Other Assets--Note C $ 1,881 Payables for Investment Securities Purchased (2,470) Other Liabilities (790) ---------- (1,379) ---------- - -------------------------------------------------------------------------------- NET ASSETS (100%) - -------------------------------------------------------------------------------- Applicable to 11,244,950 outstanding $.001 par value shares of beneficial interest (unlimited authorization) $95,832 ================================================================================ NET ASSET VALUE PER SHARE $8.52 ================================================================================ *See Note A in Notes to Financial Statements. *Non-income-producing security. ADR--American Depositary Receipt. (Ptg. Ctf.)--Participating Certificate. ================================================================================ AMOUNT PER (000) SHARE - -------------------------------------------------------------------------------- AT APRIL 30, 2003, NET ASSETS CONSISTED OF: - -------------------------------------------------------------------------------- Paid-in Capital $109,540 $9.74 Undistributed Net Investment Income 615 .06 Accumulated Net Realized Losses (11,104) (.99) Unrealized Appreciation (Depreciation) Investment Securities (3,505) (.31) Foreign Currencies and Forward Currency Contracts 286 .02 - -------------------------------------------------------------------------------- NET ASSETS $ 95,832 $8.52 ================================================================================ See Note D in Notes to Financial Statements for the tax-basis components of net assets. 15 STATEMENT OF OPERATIONS This Statement shows the types of 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 income dividends. This Statement also shows any Net Gain (Loss) realized on the sale of investments, and the increase or decrease in the Unrealized Appreciation (Depreciation) of investments during the period. ================================================================================ INTERNATIONAL EXPLORER FUND SIX MONTHS ENDED APRIL 30, 2003 (000) - -------------------------------------------------------------------------------- INVESTMENT INCOME INCOME Dividends* $ 1,068 Interest 42 - -------------------------------------------------------------------------------- Total Income 1,110 - -------------------------------------------------------------------------------- EXPENSES Investment Advisory Fees--Note B 144 The Vanguard Group--Note C Management and Administrative 116 Marketing and Distribution 8 Custodian Fees 76 Shareholders' Reports and Proxies 5 - -------------------------------------------------------------------------------- Total Expenses 349 - -------------------------------------------------------------------------------- NET INVESTMENT INCOME 761 - -------------------------------------------------------------------------------- REALIZED NET GAIN (LOSS) Investment Securities Sold (5,177) Foreign Currencies and Forward Currency Contracts 556 - -------------------------------------------------------------------------------- REALIZED NET GAIN (LOSS) (4,621) - -------------------------------------------------------------------------------- CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) Investment Securities 9,100 Foreign Currencies and Forward Currency Contracts 409 - -------------------------------------------------------------------------------- CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) 9,509 - -------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 5,649 ================================================================================ *Dividends are net of foreign withholding taxes of $142,000. 16 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. ================================================================================ INTERNATIONAL EXPLORER FUND --------------------------------- SIX MONTHS YEAR ENDED ENDED APR. 30, 2003 OCT. 31, 2002 (000) (000) - -------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS Operations Net Investment Income $ 761 $ 505 Realized Net Gain (Loss) (4,621) (4,270) Change in Unrealized Appreciation (Depreciation) 9,509 (7,402) - -------------------------------------------------------------------------------- Net Increase (Decrease) in Net Assets Resulting from Operations 5,649 (11,167) - -------------------------------------------------------------------------------- DISTRIBUTIONS Net Investment Income (793) (361) Realized Capital Gain -- -- - -------------------------------------------------------------------------------- Total Distributions (793) (361) - -------------------------------------------------------------------------------- CAPITAL SHARE TRANSACTIONS1 Issued 57,567 129,889 Issued in Lieu of Cash Distributions 705 341 Redeemed (63,503) (44,129) - -------------------------------------------------------------------------------- Net Increase (Decrease) from Capital Share Transactions (5,231) 86,101 - -------------------------------------------------------------------------------- Total Increase (Decrease) (375) 74,573 - -------------------------------------------------------------------------------- NET ASSETS Beginning of Period 96,207 21,634 - -------------------------------------------------------------------------------- End of Period $95,832 $96,207 ================================================================================ 1Shares Issued (Redeemed) Issued 7,080 13,936 Issued in Lieu of Cash Distributions 87 37 Redeemed (7,782) (4,498) - -------------------------------------------------------------------------------- Net Increase (Decrease) in Shares Outstanding (615) 9,475 ================================================================================ 17 FINANCIAL HIGHLIGHTS This table summarizes the fund's investment results and distributions to shareholders on a per-share basis. It also presents the 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. International Explorer Fund - ------------------------------------------------------------------------------------------------------------------ YEAR ENDED OCTOBER 31, SIX MONTHS ENDED -------------------------------------------- FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD APRIL 30, 2003 2002 2001 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF PERIOD $8.11 $9.07 $15.50 $14.29 $9.35 $9.22 - ------------------------------------------------------------------------------------------------------------------ INVESTMENT OPERATIONS Net Investment Income (Loss) .06 .08 .05 (.05) .06 .05 Net Realized and Unrealized Gain (Loss) on Investments .41 (.90) (3.78) 3.23 5.62 .60 - ------------------------------------------------------------------------------------------------------------------ Total from Investment Operations .47 (.82) (3.73) 3.18 5.68 .65 - ------------------------------------------------------------------------------------------------------------------ Distributions Dividends from Net Investment Income (.06) (.14) (.09) (.01) (.04) (.01) Distributions from Realized Capital Gains -- -- (2.61) (1.96) (.70) (.51) - ------------------------------------------------------------------------------------------------------------------ Total Distributions (.06) (.14) (2.70) (1.97) (.74) (.52) - ------------------------------------------------------------------------------------------------------------------ Net Asset Value, End of Period $8.52 $8.11 $ 9.07 $15.50 $14.29 $9.35 ================================================================================================================== Total Return 5.83% -9.24% -28.67% 22.37% 65.27% 7.88% ================================================================================================================== Ratios/Supplemental Data Net Assets, End of Period (Millions) $96 $96 $22 $19 $10 $4 Ratio of Expenses to Average Net Assets 0.74%** 1.04%* 1.50%* 1.50%* 1.50%* 1.50%* Ratio of Net Investment Income (Loss) to Average Net Assets 1.62%** 1.13% 0.15% (0.26%) 0.53% 0.33% Portfolio Turnover Rate 89%** 40% 48% 86% 81% 82% ================================================================================================================== *Expense ratios before waivers and reimbursements of expenses were 1.55%, 2.19%, 2.32%, 2.74%, and 5.26%, respectively. **Annualized. 18 NOTES TO FINANCIAL STATEMENTS Vanguard International Explorer Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements. 1. SECURITY VALUATION: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund's pricing time but after the close of the securities' primary markets, are valued by methods deemed by the board of trustees to represent fair value. 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. 2. FOREIGN CURRENCY: Securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates on the valuation date as employed by Morgan Stanley Capital International in the calculation of its indexes. Realized gains (losses) and unrealized appreciation (depreciation) on investment securities include the effects of changes in exchange rates since the securities were purchased, combined with the effects of changes in security prices. Fluctuations in the value of other assets and liabilities resulting from changes in exchange rates are recorded as unrealized foreign currency gains (losses) until the asset or liability is settled in cash, when they are recorded as realized foreign currency gains (losses). 3. FORWARD CURRENCY CONTRACTS: The fund enters into forward currency contracts to protect the value of securities and related receivables and payables against changes in future foreign exchange rates. The fund's risks in using these contracts include movement in the values of the foreign currencies relative to the U.S. dollar and the ability of the counterparties to fulfill their obligations under the contracts. Forward currency 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 forward currency contract gains (losses). 4. 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. 5. 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. 19 NOTES TO FINANCIAL STATEMENTS (continued) 6. DISTRIBUTIONS: Distributions to shareholders are recorded on the ex-dividend date. 7. OTHER: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold. B. Schroder Investment Management North America Inc. (Schroder) provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. For the six months ended April 30, 2003, the investment advisory fee represented an effective annual rate of 0.30% of the fund's average net assets. In accordance with the advisory contract entered into with Schroder in June 2002, the investment advisory fee will be subject to quarterly adjustments based on the fund's performance relative to the Citigroup Extended Market Europe & Pacific Index beginning May 1, 2003. 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 April 30, 2003, the fund had contributed capital of $16,000 to Vanguard (included in Other Assets), representing 0.02% of the fund's net assets and 0.02% of Vanguard's capitalization. The fund's trustees and officers are also directors and officers of Vanguard. D. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. During the six months ended April 30, 2003, the fund realized net foreign currency losses of $61,000, which decreased distributable net income for tax purposes; accordingly, such losses have been reclassified from accumulated net realized losses to undistributed net investment income. The fund's tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at October 31, 2002, the fund had available realized losses of $6,673,000 to offset future net capital gains of $1,912,000 through October 31, 2009, and $4,761,000 through October 31, 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending October 31, 2003; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balances above. At April 30, 2003, net unrealized depreciation of investment securities for tax purposes was $3,505,000, consisting of unrealized gains of $6,609,000 on securities that had risen in value since their purchase and $10,114,000 in unrealized losses on securities that had fallen in value since their purchase. 20 At April 30, 2003, the fund had open forward currency contracts to receive and deliver currencies as follows: - -------------------------------------------------------------------------------- (000) --------------------------------------------- CONTRACT AMOUNT UNREALIZED ---------------------------- APPRECIATION CONTRACT SETTLEMENT DATE RECEIVE DELIVER (DEPRECIATION) - -------------------------------------------------------------------------------- 7/17/2003 EUR 7,551 JPY 1,000,000 $280 - -------------------------------------------------------------------------------- EUR--euro. JPY--Japanese yen. Unrealized appreciation on open forward currency contracts is treated as realized gain for tax purposes. The fund had net unrealized foreign currency gains of $6,000 resulting from the translation of other assets and liabilities at April 30, 2003. E. During the six months ended April 30, 2003, the fund purchased $40,047,000 of investment securities and sold $44,220,000 of investment securities other than temporary cash investments. 21 ================================================================================ INVESTING IS FAST AND EASY ON VANGUARD.COM If you're like many Vanguard investors, you believe in planning and taking control of your own investments. VANGUARD.COM(R) was built for you--and it's getting better all the time. MANAGE YOUR INVESTMENTS WITH EASE Log on to Vanguard.com and: * See what you own (at Vanguard and elsewhere) and how you're doing by using our Consolidated View(TM) tool. * Check your overall asset allocation, no matter where your assets are held. * Compare your holdings with industry benchmarks. * Analyze your personal performance. * Invest online and even manage the mail you get from us. (Prefer to get fund reports like this one online? Just let us know!) * Set up a Watch List to make it easy to track funds and securities of interest. PLAN YOUR INVESTMENTS WITH CONFIDENCE Go to our PLANNING & Advice and RESEARCH FUNDS & Stocks sections and: * Take our Investor Questionnaire to find out what asset allocation might best suit your needs. * Find out how much you should save for retirement and for college costs. * Discover how investment costs affect your bottom line by using our Compare Fund Costs tool. * Find out how to maximize your after-tax returns in our PlainTalk(R) guide Be a Tax-Savvy Investor. * Attend our quarterly PlainTalk webcasts on investing. Find out what Vanguard.com can do for you. Log on today! 22 ================================================================================ CAPITALIZE ON YOUR IRA Are you taking full advantage of your individual retirement account? You really should be. The contribution limits on IRAs were recently raised, making these tax-deferred accounts more powerful options for retirement savers. Here's how you can exploit your IRA--and improve your chances of having the retirement of your dreams. - - CONTRIBUTE THE MAXIMUM AMOUNT EACH YEAR. It may be an obvious point, but if you invest as much in your IRA as the law allows--currently $3,000 per tax year if you are under age 50 and $3,500 if you are age 50 or over--you will increase the odds of meeting your retirement goals. "Max out" every year you can. - - MAKE IT AUTOMATIC. Put your IRA on autopilot by taking advantage of Vanguard's Automatic Investment Plan. Your IRA contributions will be deducted from your bank account on a schedule of your choosing, making retirement investing a healthy habit. - - CONSIDER COST. The owners of low-cost investments keep a larger portion of their gross returns than the owners of high-cost investments. Over the long term, avoiding costlier mutual funds and brokerage commissions could significantly boost your retirement savings. Our low costs are one reason a Vanguard IRA(R) is such a smart choice. - - REQUEST A DIRECT ROLLOVER WHEN YOU CHANGE JOBS. Don't spend your retirement assets before you've retired. When you change jobs, roll your 401(k) or other employer-sponsored retirement plan assets directly into your IRA. If you have questions about your IRA, want to transfer an IRA from another institution to Vanguard, or need help with any other IRA transaction, call our Retirement Resource Center at 1-800-205-6189 or visit Vanguard.com. You can open or fund your IRA on our website, and have a confirmation in your hand within minutes. THE VANGUARD(R) FAMILY OF FUNDS STOCK FUNDS 500 Index Fund Calvert Social Index Fund Capital Opportunity Fund Capital Value Fund Convertible Securities Fund Developed Markets Index Fund Dividend Growth Fund Emerging Markets Stock Index Fund Energy Fund Equity Income Fund European Stock Index Fund Explorer(TM) Fund Extended Market Index Fund Global Equity Fund Growth and Income Fund Growth Equity Fund Growth Index Fund Health Care Fund Institutional Developed Markets Index Fund Institutional Index Fund Institutional Total Stock Market Index Fund International Explorer(TM) Fund International Growth Fund International Value Fund Mid-Cap Growth Fund Mid-Cap Index Fund Morgan(TM) Growth Fund Pacific Stock Index Fund Precious Metals Fund PRIMECAP Fund REIT Index Fund Selected Value Fund Small-Cap Growth Index Fund Small-Cap Index Fund Small-Cap Value Index Fund Strategic Equity Fund Tax-Managed Capital Appreciation Fund Tax-Managed Growth and Income Fund Tax-Managed International Fund Tax-Managed Small-Cap Fund Total International Stock Index Fund Total Stock Market Index Fund U.S. Growth Fund U.S. Value Fund Value Index Fund Windsor(TM) Fund Windsor(TM) II Fund BALANCED FUNDS Asset Allocation Fund Balanced Index Fund LifeStrategy(R) Conservative Growth Fund LifeStrategy(R) Growth Fund LifeStrategy(R) Income Fund LifeStrategy(R) Moderate Growth Fund STAR(TM) Fund Tax-Managed Balanced Fund Wellesley(R) Income Fund Wellington(TM) Fund BOND FUNDS GNMA Fund High-Yield Corporate Fund High-Yield Tax-Exempt Fund Inflation-Protected Securities Fund Institutional Total Bond Market Index 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 Short-Term Bond Index Fund Short-Term Corporate Fund Short-Term Federal Fund Short-Term Tax-Exempt Fund Short-Term Treasury Fund State Tax-Exempt Bond Funds (California, Florida, Massachusetts, New Jersey, New York, Ohio, Pennsylvania) Total Bond Market Index Fund MONEY MARKET FUNDS Admiral(TM) Treasury Money Market Fund Federal Money Market Fund Prime Money Market Fund State Tax-Exempt Money Market Funds (California, New Jersey, New York, Ohio, Pennsylvania) Tax-Exempt Money Market Fund Treasury Money Market Fund VARIABLE ANNUITY Balanced Portfolio Capital Growth Portfolio Diversified Value Portfolio Equity Income Portfolio Equity Index Portfolio Growth 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 Total Bond Market Index Portfolio Total Stock Market Index Portfolio For information about Vanguard funds and annuities, 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. ================================================================================ 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 a part owner of the fund. Your fund trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard(R) funds and provides services to them on an at-cost basis. A majority of Vanguard's board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the investments they have made as private individuals. Our independent board members 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 dates in parentheses below show when each trustee was initially elected. ========================================================================================================================= JOHN J. BRENNAN* Chairman of the Board, Chief Executive Officer, and Director/Trustee of The Vanguard Group, Inc., (1987) and of each of the investment companies served by The Vanguard Group. - ------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES CHARLES D. ELLIS The Partners of '63 (pro bono ventures in education); Senior Adviser to Greenwich Associates (2001) (international business strategy consulting); Successor Trustee of Yale University; Overseer of the Stern School of Business at New York University; Trustee of the Whitehead Institute for Biomedical Research. RAJIV L. GUPTA Chairman and Chief Executive Officer (since October 1999), Vice Chairman (January-September 1999), (2001) and Vice President (prior to September 1999) of Rohm and Haas Co. (chemicals); Director of Technitrol, Inc. (electronic components), and Agere Systems (communications components); Board Member of the American Chemistry Council; Trustee of Drexel University. JOANN HEFFERNAN HEISEN Vice President, Chief Information Officer, and Member of the Executive Committee of Johnson & (1998) Johnson (pharmaceuticals/consumer products); Director of the Medical Center at Princeton and Women's Research and Education Institute. BURTON G. MALKIEL Chemical Bank Chairman's Professor of Economics, Princeton University; Director of Vanguard (1977) Investment Series plc (Irish investment fund) (since November 2001), Vanguard Group (Ireland) Limited (Irish investment management firm) (since November 2001), Prudential Insurance Co. of America, BKF Capital (investment management firm), The Jeffrey Co. (holding company), and NeuVis, Inc. (software company). ALFRED M. RANKIN, JR. Chairman, President, Chief Executive Officer, and Director of NACCO Industries, Inc. (forklift (1993) trucks/housewares/lignite); Director of Goodrich Corporation (industrial products/aircraft systems and services); Director until 1998 of Standard Products Company (a supplier for the automotive industry). J. LAWRENCE WILSON Retired Chairman and Chief Executive Officer of Rohm and Haas Co. (chemicals); Director of (1985) Cummins Inc. (diesel engines), MeadWestvaco Corp. (paper products), and AmerisourceBergen Corp. (pharmaceutical distribution); Trustee of Vanderbilt University. - ------------------------------------------------------------------------------------------------------------------------- EXECUTIVE OFFICERS* R. GREGORY BARTON Secretary; Managing Director and General Counsel of The Vanguard Group, Inc. (since September 1997); Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Principal of The Vanguard Group (prior to September 1997). THOMAS J. HIGGINS Treasurer; Principal of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group. - ------------------------------------------------------------------------------------------------------------------------- *Officers of the funds are "interested persons" as defined in the Investment Company Act of 1940. More information about the trustees is in the Statement of Additional Information, available from The Vanguard Group. - -------------------------------------------------------------------------------- VANGUARD SENIOR MANAGEMENT TEAM MORTIMER J. BUCKLEY, Information Technology. F. WILLIAM MCNABB, III, Client Relationship Group. JAMES H. GATELY, Investment Programs and Services. MICHAEL S. MILLER, Planning and Development. KATHLEEN C. GUBANICH, Human Resources. RALPH K. PACKARD, Finance. IAN A. MACKINNON, Fixed Income Group. GEORGE U. SAUTER, Quantitative Equity Group. - -------------------------------------------------------------------------------- JOHN C. BOGLE, Founder; Chairman and Chief Executive Officer, 1974-1996. [SHIP] Post Office Box 2600 Valley Forge, PA 19482-2600 Vanguard, The Vanguard Group, Vanguard.com, Admiral, Consolidated View, Explorer, Morgan, LifeStrategy, PlainTalk, STAR, Vanguard IRA, Wellesley, Wellington, Windsor, and the ship logo are trademarks of The Vanguard Group, Inc. S&P 500(R), Standard & Poor's 500, and 500 are trademarks of The McGraw-Hill Companies, Inc., and have been licensed for use by The Vanguard Group, Inc. Vanguard mutual funds are not sponsored, endorsed, sold, or promoted by Standard & Poor's, and Standard & Poor's makes no representation regarding the advisability of investing in the funds. Calvert Social Index is a trademark of Calvert Group, Ltd., and has been licensed for use by The Vanguard Group, Inc. Vanguard Calvert Social Index Fund is not sponsored, endorsed, sold, or promoted by Calvert Group, Ltd., and Calvert Group, Ltd., makes no representation regarding the advisability of investing in the fund. All other marks are the exclusive property of their respective owners. ABOUT OUR COVER The photographs of the sails and ship that appear on the cover of this report are copyrighted by Michael Kahn. FOR MORE INFORMATION This report is intended for the fund's shareholders. It may not be distributed to prospective investors unless it is preceded or accompanied by the current fund prospectus. To receive a free copy of the prospectus or the Statement of Additional Information, or to request additional information about the fund or other Vanguard funds, please contact us at one of the adjacent telephone numbers or by e-mail through Vanguard.com(R). Prospectuses may also be viewed online. All comparative mutual fund data are from Lipper Inc. or Morningstar, Inc., unless otherwise noted. WORLD WIDE WEB www.vanguard.com FUND INFORMATION 1-800-662-7447 DIRECT INVESTOR ACCOUNT SERVICES 1-800-662-2739 INSTITUTIONAL INVESTOR SERVICES 1-800-523-1036 TEXT TELEPHONE 1-800-952-3335 (C) 2003 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. Q1262 062003 Vanguard(R) Mid-Cap Growth Fund SEMIANNUAL REPORT APRIL 30, 2003 THE VANGUARD GROUP Eternal Principles Markets change, but the principles of successful investing do not. During the past few years, radical upheaval in the stock market has displayed the power of this simple truth to dramatic effect. In the late 1990s, stocks experienced one of the greatest bull markets in financial history. Then, in March 2000, the longest downturn since the Great Depression began. In both bull and bear markets, however, the principles of successful investing are identical: balance, diversification, and attention to costs. Balance among stock, bond, and money market funds allows you to pursue long-term growth while moderating your risk. Diversification limits your exposure to the disasters that can befall any one security or sector. Attention to costs means you keep a larger share of any rewards produced by your investments. These principles are timeless. In fact, they're the basis of our very first mutual fund--Vanguard(R) Wellington(TM) Fund, a balanced portfolio established in 1929. Over time, balance, diversification, and attention to costs have proven to be the master keys to investment success. SUMMARY * Vanguard Mid-Cap Growth Fund returned 6.3% during the first half of its 2003 fiscal year. * Your fund's return was higher than those of its average mutual fund peer and the broad U.S. stock market, but lower than that of its benchmark index. * Relative to the index, the fund's lagging performance within the consumer discretionary and health care sectors overshadowed its outstanding results in the technology sector. CONTENTS 1 Letter from the Chairman 4 Report from the Adviser 6 Fund Profile 7 Glossary of Investment Terms 8 Performance Summary 9 Results of Proxy Voting 10 Financial Statements - -------------------------------------------------------------------------------- LETTER FROM THE CHAIRMAN Fellow Shareholder, During the six months ended April 30, 2003, U.S. stocks in general, and mid-capitalization growth stocks in particular, made solid gains. Vanguard Mid-Cap Growth Fund returned 6.3%--a result higher than those of its average mutual fund peer and the broad market, as measured by the Wilshire 5000 Total Market Index. However, the fund underperformed its primary benchmark, the unmanaged Russell Midcap Growth Index. The investment adviser's stock selections in two large sectors failed to keep pace with the performance of the index's stocks, offsetting the adviser's stellar picks among technology shares. Total Returns Six Months Ended April 30, 2003 - -------------------------------------------------------------------------------- VANGUARD MID-CAP GROWTH FUND 6.3% Average Mid-Cap Growth Fund* 4.0 Russell Midcap Growth Index 8.2 Wilshire 5000 Index 5.0 - -------------------------------------------------------------------------------- *Derived from data provided by Lipper Inc. The adjacent table shows the six-month total returns (capital change plus reinvested distributions) for your fund, its comparative measures, and the overall U.S. stock market. The fund's net asset values at the start and end of the period are shown in the table on page 3. No distributions were made during the period. STOCKS OPENED AND CLOSED STRONGLY During the six months ended April 30, the Wilshire 5000 Index returned 5.0%, a performance reflecting vigorous rallies at the beginning and end of the period. Inside these bookends, however, stock prices drifted lower, depressed by investor apprehension about geopolitical tensions and generally glum economic news. Although the U.S. military campaign in Iraq was brief and successful, economic uncertainty remained. Consumer spending was strong, but the job market deteriorated, and the red-hot residential real estate market began to cool. The broad economy registered anemic growth. Small stocks, as represented by the Russell 2000 Index, performed better than the large stocks in the Russell 1000 Index, while growth stocks (those that are expected to produce rapid earnings and revenue growth) and value stocks (those that generally trade at below-average valuations) produced similar returns. Overseas, Asian stock markets were hit especially hard, but as a group, international stocks produced a modest positive return for U.S.-based investors. 1 BONDS DEFIED EXPECTATIONS Bonds generated surprisingly strong results, with the Lehman Brothers Aggregate Bond Index--a broad measure of the taxable bond market-- returning 4.3%. Bond yields began the fiscal half-year at their lowest levels in 40 years, which would generally portend unimpressive returns, but the bond market rallied further, in part because of a strong rebound in hard-hit corporate bonds. Long- and intermediate-term interest rates fell modestly during the period, and the yield of the 3-month U.S. Treasury bill--a fair proxy for money market yields--declined 34 basis points (0.34 percentage point) to 1.11%. Market Barometer Total Returns Periods Ended April 30, 2003 - -------------------------------------------------------------------------------- Six One Five Months Year Years* - -------------------------------------------------------------------------------- Stocks Russell 1000 Index (Large-caps) 4.8% -13.5% -2.3% Russell 2000 Index (Small-caps) 7.6 -20.8 -2.5 Wilshire 5000 Index (Entire market) 5.0 -13.6 -2.6 MSCI All Country World Index Free ex USA (International) 3.1 -15.2 -4.9 - -------------------------------------------------------------------------------- Bonds Lehman Aggregate Bond Index 4.3% 10.5% 7.6% (Broad taxable market) Lehman Municipal Bond Index 3.6 8.5 6.3 Citigroup 3-Month Treasury Bill Index 0.6 1.5 4.0 ================================================================================ CPI Consumer Price Index 1.4% 2.2% 2.5% - -------------------------------------------------------------------------------- *Annualized. MODEST GAINS IN CERTAIN SECTORS OFFSET STRONG PERFORMANCE ELSEWHERE The Mid-Cap Growth Fund's 6.3% return for the fiscal half-year was a solid result, outpacing both the broad stock market and the average competing fund. However, the fund lagged the Russell Midcap Growth Index by 1.9 percentage points. On the positive side, the fund adviser's stock picks within technology-- the portfolio's second-largest sector weighting, with one-fifth of assets on average--returned 24%, about 8 percentage points higher than the return of tech shares within the index. This accounted for much of the fund's strong absolute performance and considerably narrowed the performance gap with the index. The main factor in your fund's shortfall relative to the index was its failure to keep pace with the index's gains in two heavily represented sectors: consumer discretionary stocks (retailers, restaurants, media, and entertainment companies) and health care stocks. Your fund's consumer discretionary stocks--its largest sector commitment, with 29% of assets on average during the six months--returned about 3%, compared with a nearly 8% return for those in the index. Similarly, the fund's health care issues (about 18% of assets) gained less than 1%, versus the 7% return for the index sector. 2 Another factor affecting relative performance was your fund's 7% cash position. An actively managed fund keeps some liquid assets in reserve to take advantage of investment opportunities and to meet shareholder redemptions. An index is fully "invested" and, therefore, fully benefits from any run-up in stock prices, as the Russell Midcap Growth Index did during the past six months. (By contrast, an actively managed fund's cash can, in theory, serve as a buffer when the stock market tumbles. In practice, though, poor stock selection or market-timing decisions can easily override a cash buffer.) For further details on the fund and its individual holdings, please see the Report from the Adviser on page 4. DIVERSIFICATION IS THE PRUDENT COURSE THROUGH UNCHARTED WATERS Now that we have seen a break in the longest bear market in stocks since the Great Depression, many investors are probably asking themselves, "Is the worst finally over?" Neither we nor anyone else can answer that. We note that stocks are more reasonably priced than they were three years ago, and that--with higher bond prices and lower yields--fixed income securities are riskier now than they used to be. But these are merely observations. No one can foretell what the markets will do in the short term. For this reason, we believe it is prudent for most people to stick with a balanced investment plan, diversified across asset classes in proportions appropriate for their situation, goals, time horizon, and risk tolerance. Within the context of such a diversified plan, the Mid-Cap Growth Fund can play a valuable role. We thank you for your continued trust and confidence. Sincerely, John J. Brennan Chairman and Chief Executive Officer May 20, 2003 John J. Brennan - -------------------------------------------------------------------------------- Your Fund's Performance at a Glance October 31, 2002-April 30, 2003 Distributions Per Share ------------------------ Starting Ending Income Capital Share Price Share Price Dividends Gains - -------------------------------------------------------------------------------- Mid-Cap Growth Fund $10.34 $10.99 $0.00 $0.00 - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- REPORT FROM THE ADVISER During the first half of its 2003 fiscal year, Vanguard Mid-Cap Growth Fund earned 6.3%, which was higher than the average 4.0% return of its peer funds, but lower than the 8.2% result of the Russell Midcap Growth Index. THE INVESTMENT ENVIRONMENT The past six months were favorable for growth investors, with all but one major sector of the Russell Midcap Growth Index generating a positive return. (The consumer staples sector--generally considered a defensive play because its companies typically demonstrate consistent earnings but with lower growth rates--lagged the more traditional growth-oriented areas of the market.) The first quarter of 2003 proved to be quite encouraging as many U.S. mid-cap growth companies unveiled better-than-expected revenue and earnings growth. Buoyed by a swift and successful Iraqi war, investors focused their attention on corporate earnings and broad economic growth. The portfolio delivered a strong absolute return during the fiscal half-year but lagged the index. As the 2002 calendar year came to a close and lower-quality issues rebounded, the portfolio fell behind the index. However, we were confident that high-quality growth stocks would rally, as we believe market leaders must participate in any sustained period of rising prices. That's precisely what happened--since the start of the 2003 calendar year, the portfolio generated strong absolute and relative returns. INVESTMENT PHILOSOPHY The adviser believes that superior long-term investment results can be achieved by selecting stocks of midsize U.S. companies that have attractive prospects for sustainable growth in both sales and profits. In particular, the adviser emphasizes companies that are operating in emerging and high-growth sectors of the economy. PORTFOLIO SUCCESSES The portfolio's strongest performances over the six months came from a variety of technology companies. Specifically, the fund's software and technology services holdings were standouts, returning 34%. Here, the best performers included Yahoo! (online content) and Cognos (computer software and services). The portfolio's semiconductor holdings also delivered strong results, rising more than 20% overall. Xilinx and Altera did particularly well. Outside of technology, other top contributors included Garmin (search-and- navigation equipment), St. Jude Medical (medical equipment), and Doral Financial (mortgage banking). 4 PORTFOLIO SHORTFALLS Weak performance in the consumer discretionary sector was the primary detractor from performance over the six months. Specifically, the portfolio's specialty retail holdings trailed those of the overall market. Michaels Stores (arts and crafts), a stellar performer for most of the last fiscal year, and GameStop (video games) both hurt performance. Underperformance in the health care sector also hurt our results. Accredo Health (health services), Affymetrix (genetic research), and Millennium Pharmaceuticals were the worst performers. Our Outlook We are pleased to discuss positive absolute returns for the six months, as we know that such an environment for stocks has been anxiously awaited. In many cases, earnings have been better than expected, and so we remain optimistic about the equity markets in general and the companies in the portfolio specifically. That said, demand is not pervasive across all growth industries. As a result, we are intensely focused on finding those companies that have unique catalysts in place to increase revenue and earnings, whether they are companies with new product cycles and strong unit growth or those who are leaders in a niche industry and are gaining market share. While market volatility may remain high for the balance of the year, we will remain committed to our style and investment process--an approach that has served our clients well over the long term. Evelyn D. Lapham, Senior Vice President John J. Yoon, Senior Vice President Provident Investment Counsel, Inc. May 15, 2003 5 Fund Profile As of April 30, 2003 This Profile provides a snapshot of the fund's characteristics, compared where indicated with both an appropriate market index and a broad market index. Key terms are defined on page 7. Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Portfolio Characteristics Comparative Broad Fund Index* Index** - -------------------------------------------------------------------------------- Number of Stocks 67 452 5,546 Median Market Cap $3.8B $4.3B $28.2B Price/Earnings Ratio 24.0x 25.0x 20.8x Price/Book Ratio 3.6x 3.3x 2.6x Yield 0.0% 0.4% 1.7% Return on Equity 20.0% 17.2% 20.9% Earnings Growth Rate 20.1% 17.4% 8.6% Foreign Holdings 5.0% 0.0% 0.3% Turnover Rate 104%Y -- -- Expense Ratio 0.88%Y -- -- Cash Investments 7.1% -- -- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Volatility Measures Comparative Broad Fund Index* Fund Index** R-Squared 0.91 1.00 0.75 1.00 Beta 0.98 1.00 1.54 1.00 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Sector Diversification (% of portfolio) Comparative Broad Fund Index* Index** Auto & Transportation 6.0% 1.3% 2.6% Consumer Discretionary 26.6 27.9 15.6 Consumer Staples 0.0 3.4 6.8 Financial Services 9.8 10.5 22.5 Health Care 15.6 23.4 14.2 Integrated Oils 0.0 0.4 3.6 Materials & Processing 2.6 3.8 2.1 Other Energy 5.2 4.0 3.7 Producer Durables 3.4 6.4 3.9 Technology 22.0 16.1 13.2 Utilities 1.7 2.6 6.9 Other 0.0 0.2 4.9 - -------------------------------------------------------------------------------- Cash Investments 7.1% -- -- - -------------------------------------------------------------------------------- Ten Largest Holdings (% of total net assets) Bed Bath & Beyond, Inc. 2.6% (retail) Jabil Circuit, Inc. 2.3 (electronics) Network Appliance, Inc. 2.1 (computer hardware) Manpower Inc. 2.0 (diversified services) Brinker International, Inc. 2.0 (leisure) Harman International Industries, Inc. 2.0 (consumer electronics) Adobe Systems, Inc. 2.0 (computer software and services) Caremark Rx, Inc. 2.0 (pharmaceuticals) J.B. Hunt Transport Services, Inc. 2.0 (transportation) Altera Corp. 1.9 (electronics) - -------------------------------------------------------------------------------- Top Ten 20.9% - -------------------------------------------------------------------------------- The "Ten Largest Holdings" excludes any temporary cash investments and equity index products. Investment Focus Market Cap - Medium Style - Growth *Russell Midcap Growth Index. **Wilshire 5000 Index. YAnnualized. Visit our website at www.vanguard.com for regularly updated fund information. 6 - -------------------------------------------------------------------------------- GLOSSARY OF INVESTMENT TERMS BETA. A measure of the magnitude of a fund's past share-price fluctuations in relation to the ups and downs of a comparative index and an overall market index. Each index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. However, a fund's beta should be reviewed in conjunction with its R-squared (see definition below). The lower the R-squared, the less correlation there is between the fund and the benchmark, and the less reliable beta is as an indicator of volatility. - -------------------------------------------------------------------------------- CASH INVESTMENTS. The percentage of a fund's net assets invested in "cash equivalents"--highly liquid, short-term, interest-bearing securities. This figure does not include cash invested in futures contracts or other equity index products to simulate stock investment. - -------------------------------------------------------------------------------- EARNINGS GROWTH RATE. The average annual rate of growth in earnings over the past five years for the stocks now in a fund. - -------------------------------------------------------------------------------- EXPENSE RATIO. The percentage of a fund's average net assets used to pay its annual administrative and advisory expenses. These expenses directly reduce returns to investors. - -------------------------------------------------------------------------------- FOREIGN HOLDINGS. The percentage of a fund's equity assets represented by stocks or American Depositary Receipts of companies based outside the United States. - -------------------------------------------------------------------------------- MEDIAN MARKET CAP. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund's stocks, weighted by the proportion of the fund's assets invested in each stock. Stocks representing half of the fund's assets have market capitalizations above the median, and the rest are below it. - -------------------------------------------------------------------------------- PRICE/BOOK RATIO. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds. - -------------------------------------------------------------------------------- PRICE/EARNINGS RATIO. The ratio of a stock's current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company's future growth. - -------------------------------------------------------------------------------- R-SQUARED. A measure of how much of a fund's past returns can be explained by the returns from the market in general, as measured by a comparative index or an overall market index. If a fund's total returns were precisely synchronized with an index's returns, its R-squared would be 1.00. If the fund's returns bore no relationship to the index's returns, its R-squared would be 0. - -------------------------------------------------------------------------------- RETURN ON EQUITY. The annual average rate of return generated by a company during the past five years for each dollar of shareholder's equity (net income divided by shareholder's equity). For a fund, the weighted average return on equity for the companies whose stocks it holds. - -------------------------------------------------------------------------------- TURNOVER RATE. An indication of the fund's trading activity. Funds with high turnover rates incur higher transaction costs and are more likely to distribute capital gains (which are taxable to investors). - ------------------------------------------------------------------------------- YIELD. A snapshot of a fund's income from interest and dividends. The yield, expressed as a percentage of the fund's net asset value, is based on income earned over the past 30 days and is annualized, or projected forward for the coming year. The index yield is based on the current annualized rate of dividends paid on stocks in the index. - -------------------------------------------------------------------------------- 7 - -------------------------------------------------------------------------------- Performance Summary As of April 30, 2003 All of the returns in this report 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. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares. Mid-Cap Growth Fund - -------------------------------------------------------------------------------- Fiscal-Year Total Returns (%) December 31, 1997-April 30, 2003 Fiscal Year Global Equity Fund MSCI All Country World Index Free 1998 5.3 0.1 1999 50.7 37.7 2000 97.1 38.7 2001 -46 -42.8 2002 -15.4 -17.6 2003* 6.4 8.2 - -------------------------------------------------------------------------------- *Six months ended April 30, 2003. Note: See Financial Highlights table on page 14 for capital gains information. AVERAGE ANNUAL TOTAL RETURNS for periods ended March 31, 2003 This table presents average annual total returns through the latest calendar quarter--rather than through the end of the fiscal period. Securities and Exchange Commission rules require that we provide this information. Since Inception One Five -------------------------- Inception Date Year Years Capital Income Total - -------------------------------------------------------------------------------- Mid-Cap Growth Fund 12/31/1997 -27.60% 3.76% 6.83% 0.00% 6.83% - -------------------------------------------------------------------------------- 8 NOTICE TO SHAREHOLDERS At a special meeting of shareholders on December 3, 2002, fund shareholders approved the following proposal: * Elect trustees for the fund.* The individuals listed in the table below were elected as trustees for the fund. All trustees served as trustees to the fund prior to the shareholder meeting. Trustee For Withheld Percentage For - -------------------------------------------------------------------------------- John J. Brennan 887,330,003 25,858,480 97.2% Charles D. Ellis 888,187,234 25,001,249 97.3 Rajiv L. Gupta 886,074,024 27,114,458 97.0 JoAnn Heffernan Heisen 887,993,494 25,194,989 97.2 Burton G. Malkiel 885,287,279 27,901,204 96.9 Alfred M. Rankin, Jr. 888,562,679 24,625,804 97.3 J. Lawrence Wilson 885,572,035 27,616,448 97.0 - -------------------------------------------------------------------------------- *Results are for all funds within the same trust. Note: Vote tabulations are rounded to the nearest whole number. 9 Financial Statements April 30, 2003 (unaudited) Statement of Net Assets This Statement provides a detailed list of the fund's holdings, including each security's market value on the last day of the reporting period. Securities are grouped and subtotaled by asset type (common stocks, bonds, etc.) and by industry sector. Other assets are added to, and liabilities are subtracted from, the value of Total Investments to calculate the fund's Net Assets. Finally, Net Assets are divided by the outstanding shares of the fund to arrive at its share price, or Net Asset Value (NAV) Per Share. At the end of the Statement of Net Assets, you will find a table displaying the composition of the fund's net assets. 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* Mid-Cap Growth Fund Shares (000) - -------------------------------------------------------------------------------- COMMON STOCKS (92.9%) - -------------------------------------------------------------------------------- Auto & Transportation (6.0%) * J.B. Hunt Transport Services, Inc. 32,400 1,119 * Ryanair Holdings PLC ADR 25,735 1,021 * JetBlue Airways Corp. 23,450 737 CNF Inc. 17,200 522 ------ 3,399 ------ CONSUMER DISCRETIONARY (26.6%) ADVERTISING AGENCIES (1.0%) * Lamar Advertising Co. Class A 16,290 585 CASINOS & Gambling (0.8%) * International Game Technology 5,400 466 CONSUMER ELECTRONICS (3.4%) Harman International Industries, Inc. 17,300 1,152 * Yahoo! Inc. 32,100 795 EDUCATION--SERVICES (1.3%) * Apollo Group, Inc. Class A 13,003 705 RADIO & Television Broadcasters (2.4%) * Cox Radio, Inc. 32,115 733 * Univision Communications Inc. 20,790 630 RENT LEASE SERVICES--CONSUMER (1.7%) * Rent-A-Center, Inc. 14,900 956 RESTAURANTS (2.6%) * Brinker International, Inc. 36,400 1,156 * The Cheesecake Factory 9,055 286 RETAIL (7.8%) * Bed Bath & Beyond, Inc. 36,990 1,461 * Michaels Stores, Inc. 32,555 1,017 * Dollar Tree Stores, Inc. 30,758 783 Family Dollar Stores, Inc. 18,600 636 Ross Stores, Inc. 14,000 531 SERVICES--COMMERCIAL (5.6%) Manpower Inc. 35,340 1,162 * Iron Mountain, Inc. 20,900 833 * Expedia Inc. 11,000 636 * Weight Watchers International, Inc. 11,900 559 ------- 15,082 ------- Financial Services (9.8%) * Affiliated Computer Services, Inc. Class A 21,590 1,030 RenaissanceRe Holdings Ltd. 22,600 1,001 New York Community Bancorp, Inc. 24,500 851 The PMI Group Inc. 27,330 842 Doral Financial Corp. 17,200 688 SLM Corp. 5,190 581 Countrywide Financial Corp. 8,300 561 ------ 5,554 ------ 10 - -------------------------------------------------------------------------------- Market Value* Shares (000) - -------------------------------------------------------------------------------- Health Care (15.6%) * Caremark Rx, Inc. 56,900 1,133 Teva Pharmaceutical Industries Ltd. Sponsored ADR 22,200 1,037 * Barr Laboratories, Inc. 16,950 942 Biomet, Inc. 28,800 877 * St. Jude Medical, Inc. 15,210 798 * Stericycle, Inc. 19,500 766 * MedImmune Inc. 17,300 610 * Patterson Dental Co. 14,900 599 Mylan Laboratories, Inc. 21,100 596 * Guidant Corp. 12,900 503 * Boston Scientific Corp. 11,400 491 * First Health Group Corp. 19,590 491 ------- 8,843 ------- MATERIALS & Processing (2.6%) Praxair, Inc. 14,800 860 Bunge Ltd. 22,500 630 ------- 1,490 ------- OTHER ENERGY (5.2%) * BJ Services Co. 26,130 954 * Nabors Industries, Inc. 22,100 866 ENSCO International, Inc. 25,655 652 XTO Energy, Inc. 25,366 495 ------- 2,967 ------- PRODUCER DURABLES (3.4%) * Alliant Techsystems, Inc. 13,927 748 * Garmin Ltd. 13,700 581 * Novellus Systems, Inc. 20,660 579 ------- 1,908 ------- TECHNOLOGY (22.0%) * Jabil Circuit, Inc. 70,009 1,309 * Network Appliance, Inc. 91,500 1,215 Adobe Systems, Inc. 32,800 1,134 * Altera Corp. 68,510 1,083 * National Instruments Corp. 30,900 991 * Intersil Corp. 47,860 885 * QLogic Corp. 19,800 871 * Cognos Inc. 27,800 754 * SanDisk Corp. 29,700 719 * Mercury Interactive Corp. 20,900 709 * UTStarcom, Inc. 31,700 690 * Xilinx, Inc. 21,300 577 * Amdocs Ltd. 31,700 560 Maxim Integrated Products, Inc. 13,300 523 * Cree, Inc. 23,300 465 ------- 12,485 ------- - -------------------------------------------------------------------------------- UTILITIES (1.7%) * Cablevision Systems- NY Group Class A 43,700 $ 980 - -------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost $48,919) 52,708 - -------------------------------------------------------------------------------- Face Amount (000) - -------------------------------------------------------------------------------- TEMPORARY CASH INVESTMENTS (9.7%) - -------------------------------------------------------------------------------- Repurchase Agreements Collateralized by U.S. Government Obligations in a Pooled Cash Account 1.32%, 5/1/2003 $5,017 5,017 1.32%, 5/1/2003--Note G 489 489 - -------------------------------------------------------------------------------- TOTAL TEMPORARY CASH INVESTMENTS (Cost $5,506) 5,506 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS (102.6%) (Cost $54,425) 58,214 - -------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES (-2.6%) - -------------------------------------------------------------------------------- Other Assets--Note C 1,767 Payables for Investment Securities Purchased (2,673) Other Liabilities--Note G (580) ------- (1,486) ------- - -------------------------------------------------------------------------------- NET ASSETS (100%) - -------------------------------------------------------------------------------- Applicable to 5,160,810 outstanding $.001 par value shares of beneficial interest (unlimited authorization) $56,728 ================================================================================ NET ASSET VALUE PER SHARE $10.99 ================================================================================ *See Note A in Notes to Financial Statements. *Non-income-producing security. ADR--American Depositary Receipt. - -------------------------------------------------------------------------------- AT APRIL 30, 2003, NET ASSETS CONSISTED OF: - -------------------------------------------------------------------------------- Paid-in Capital $65,722 $12.74 Accumulated Net Investment Losses (84) (.02) Accumulated Net Realized Losses (12,699) (2.46) Unrealized Appreciation 3,789 .73 - -------------------------------------------------------------------------------- NET ASSETS $56,728 $10.99 ================================================================================ See Note E in Notes to Finanical Statements for the tax-basis components of net assets. 11 STATEMENT OF OPERATIONS This Statement shows the types of 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 income dividends. This Statement also shows any Net Gain (Loss) realized on the sale of investments, and the increase or decrease in the Unrealized Appreciation (Depreciation) of investments during the period. - -------------------------------------------------------------------------------- Mid-Cap Growth Fund Six Months Ended April 30, 2003 (000) INVESTMENT INCOME Income Dividends $ 28 Interest 18 Security Lending 1 - -------------------------------------------------------------------------------- Total Income 47 - -------------------------------------------------------------------------------- Expenses Investment Advisory Fees--Note B 103 The Vanguard Group--Note C Management and Administrative 61 Marketing and Distribution 3 Shareholders' Reports and Proxies 2 - -------------------------------------------------------------------------------- Total Expenses 169 Expenses Paid Indirectly--Note D (42) - -------------------------------------------------------------------------------- Net Expenses 127 - -------------------------------------------------------------------------------- NET INVESTMENT INCOME (LOSS) (80) - -------------------------------------------------------------------------------- REALIZED NET GAIN (LOSS) ON INVESTMENT SECURITIES SOLD (3,339) - -------------------------------------------------------------------------------- CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES 6,564 - -------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $3,145 ================================================================================ 12 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 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 cor-responding numbers of Shares Issued and Redeemed are shown at the end of the Statement. Mid-Cap Growth Fund --------------------------- Six Months Year Ended Ended Apr. 30, 2003 Oct. 31, 2002 (000) (000) INCREASE (DECREASE) IN NET ASSETS Operations Net Investment Income (Loss) $ (80) $ (302) Realized Net Gain (Loss) (3,339) (1,874) Change in Unrealized Appreciation (Depreciation) 6,564 (2,077) - -------------------------------------------------------------------------------- Net Increase (Decrease) in Net Assets Resulting from Operations 3,145 (4,253) - -------------------------------------------------------------------------------- Distributions Net Investment Income -- -- Realized Capital Gain -- -- - -------------------------------------------------------------------------------- Total Distributions -- -- - -------------------------------------------------------------------------------- Capital Share Transactions1 Issued 29,128 33,251 Issued in Lieu of Cash Distributions -- -- Redeemed (6,111) (28,429) - -------------------------------------------------------------------------------- Net Increase (Decrease) from Capital Share Transactions 23,017 4,822 ================================================================================ Total Increase (Decrease) 26,162 569 Net Assets Beginning of Period 30,566 29,997 - -------------------------------------------------------------------------------- End of Period $56,728 $30,566 ================================================================================ 1Shares Issued (Redeemed) Issued 2,801 2,713 Issued in Lieu of Cash Distributions -- -- Redeemed (597) (2,211) - -------------------------------------------------------------------------------- Net Increase (Decrease) in Shares Outstanding 2,204 502 ================================================================================ 13 Financial Highlights This table summarizes the fund's investment results and distributions to shareholders on a per-share basis. It also presents the 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. Mid-Cap Growth Fund LIFESTRATEGY GROWTH FUND - -------------------------------------------------------------------------------------------------------------------------- Six Months Ended Dec. 31, 1997* Apr. 30, Year Ended October 31, to Oct. 31, For a Share Outstanding Throughout Each Period 2003 2002 2001 2000 1999 1998 - -------------------------------------------------------------------------------------------------------------------------- Net Asset Value, Beginning of Period $10.34 $12.22 $29.84 $15.87 $10.53 $10.00 - -------------------------------------------------------------------------------------------------------------------------- Investment Operations Net Investment Income (Loss) (.02) (.10) (.09) (.22) (.11) (.03) Net Realized and Unrealized Gain (Loss) on Investments .67 (1.78) (10.82) 15.13 5.45 .56 - -------------------------------------------------------------------------------------------------------------------------- Total from Investment Operations .65 (1.88) (10.91) 14.91 5.34 .53 - -------------------------------------------------------------------------------------------------------------------------- DISTRIBUTIONS Dividends from Net Investment Income -- -- -- -- -- -- Distributions from Realized Capital Gains -- -- (6.71) (.94) -- -- - -------------------------------------------------------------------------------------------------------------------------- Total Distributions -- -- (6.71) (.94) -- -- - -------------------------------------------------------------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $10.99 $10.34 $12.22 $29.84 $15.87 $10.53 ========================================================================================================================== TOTAL RETURN 6.29% -15.38% -45.99% 97.09% 50.71% 5.30% ========================================================================================================================== RATIOS/SUPPLEMENTAL DATA Net assets, End of Period (Millions) $57 $31 $30 $36 $12 $6 Ratio of Total Expenes to Average Net Assets .088%** 1.24%Y 1.39%Y 1.39%Y 1.39%Y 1.04%** Ratio of Net Expenses to Average Net Assets-Note D 0.66%** 1.24% 1.39% 1.39% 1.39% 1.04% Ratio of Net Investment Income (Loss) to Average Net Assets (0.42%)** (1.02%) (1.02%) (1.03%) (1.03%) (0.43%)** Portfolio Turnover Rate 104% 221% 149% 186% 145% 167% ========================================================================================================================== *Inception. **Annualized. YIncludes the fund's share of expenses, net of fees waived and expenses absorbed, allocated from Provident Investment Counsel Mid Cap Portfolio. Expense ratios before waivers and reimbursements of expenses were 1.68%, 2.17%, 2.19%, 3.99%, and 5.15%, respectively. **** **** 14 NOTES TO FINANCIAL STATEMENTS Vanguard Mid-Cap Growth Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements. 1. SECURITY VALUATION: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund's pricing time but after the close of the securities' primary markets, are valued by methods deemed by the board of trustees to represent fair value. 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. 2. 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. 3. 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. 4. DISTRIBUTIONS: Distributions to shareholders are recorded on the ex-dividend date. 5. OTHER: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold. B. Provident Investment Counsel, Inc., provides investment advisory services to the fund for a fee calculated at an annual percentage rate of average net assets. For the six months ended April 30, 2003, the investment advisory fee represented an effective annual rate of 0.50% of the fund's average net assets. In accordance with the advisory contract entered into with Provident Investment Counsel in June 2002, the investment advisory fee will be subject to quarterly adjustments based on the performance of the fund relative to the Russell Midcap Growth Index beginning May 1, 2003. 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 April 30, 2003, the fund had contributed capital of $8,000 to Vanguard (included in Other Assets), representing 0.01% of the fund's net assets and 0.01% of Vanguard's capitalization. The fund's trustees and officers are also directors and officers of Vanguard. D. The fund has asked its investment adviser to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund's management and administrative expenses. For the six months ended April 30, 2003, these arrangements reduced the fund's expenses by $42,000 (an annual rate of 0.22% of average net assets). E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. The fund's tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at October 31, 2002, the fund had available realized losses of $9,269,000 to offset future net capital gains of $6,769,000 through October 31, 2009, and $2,500,000 through October 31, 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending October 31, 2003; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balances above. At April 30, 2003, net unrealized appreciation of investment securities for tax purposes was $3,789,000, consisting of unrealized gains of $5,226,000 on securities that had risen in value since their purchase and $1,437,000 in unrealized losses on securities that had fallen in value since their purchase. F. During the six months ended April 30, 2003, the fund purchased $40,119,000 of investment securities and sold $19,334,000 of investment securities other than temporary cash investments. G. The market value of securities on loan to broker/dealers at April 30, 2003, was $465,000, for which the fund held cash collateral of $489,000. The fund invests cash collateral received in repurchase agreements, and records a liability for the return of the collateral, during the period the securities are on loan. 16 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 a part owner of the fund. Your fund trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard(R) funds and provides services to them on an at-cost basis. A majority of Vanguard's board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the investments they have made as private individuals. Our independent board members 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 dates in parentheses below show when each trustee was initially elected. - -------------------------------------------------------------------------------- JOHN J. BRENNAN* Chairman of the Board, Chief Executive Officer, and (1987) Director/Trustee of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group. - -------------------------------------------------------------------------------- INDEPENDENT TRUSTEES CHARLES D. ELLIS The Partners of '63 (pro bono ventures in education); (2001) Senior Adviser to Greenwich Associates (international business strategy consulting); Successor Trustee of Yale University; Overseer of the Stern School of Business at New York University; Trustee of the Whitehead Institute for Biomedical Research. - -------------------------------------------------------------------------------- RAJIV L. GUPTA Chairman and Chief Executive Officer(since October 1999), (2001) Vice Chairman (January-September 1999),and Vice President (prior to September1999) of Rohm and Haas Co.(chemicals); Director of Technitrol, Inc. (electronic components), and Agere Systems (communications components); Board Member of the American Chemistry Council; Trustee of Drexel University. - -------------------------------------------------------------------------------- JOANN HEFFERNAN HEISEN Vice President, Chief Information Officer, and Member of (1998) the Executive Committee of Johnson & Johnson (pharmaceuticals/consumer products); Director of the Medical Center at Princeton and Women's Research and Education Institute. - -------------------------------------------------------------------------------- BURTON G. MALKIEL Chemical Bank Chairman's Professor of Economics,Princeton (1977) University; Director of Vanguard Investment Series plc (Irish investmentfund) (since November 2001), Vanguard Group (Ireland)Limited (Irish investment management firm) (since November 2001), Prudential Insurance Co. of America, BKF Capital (investment management firm), The Jeffrey Co. (holding company), and NeuVis, Inc. (software company). - -------------------------------------------------------------------------------- ALFRED M. RANKIN, JR. Chairman, President, Chief Executive Officer, and (1993) Director of NACCO Industries, Inc. (forklift trucks/ housewares/lignite); Director of Goodrich Corporation (industrial products/aircraft systems and services); Director until 1998 of Standard Products Company (a supplier for the automotive industry). - -------------------------------------------------------------------------------- J. LAWRENCE WILSON Retired Chairman and Chief Executive Officer of Rohm and (1985) Haas Co.(chemicals); Director of Cummins Inc. (diesel engines), MeadWestvaco Corp. (paper products), and AmerisourceBergen Corp. (pharmaceutical distribution); Trustee of Vanderbilt University. - -------------------------------------------------------------------------------- EXECUTIVE OFFICERS* R. GREGORY BARTON Secretary; Managing Director and General Counsel of The Vanguard Group, Inc. (since September 1997); Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Principal of The Vanguard Group (prior to September 1997). THOMAS J. HIGGINS Treasurer; Principal of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group. - -------------------------------------------------------------------------------- *Officers of the funds are "interested persons" as defined in the Investment Company Act of 1940. More information about the trustees is in the Statement of Additional Information, available from The Vanguard Group. - -------------------------------------------------------------------------------- VANGUARD SENIOR MANAGEMENT TEAM MORTIMER J. BUCKLEY, Information Technology. F. William McNabb, III, Client Relationship Group. JAMES H. GATELY, Investment Programs and Services. Michael S. Miller, Planning and Development. KATHLEEN C. GUBANICH, Human Resources. Ralph K. Packard, Finance. IAN A. MACKINNON, Fixed Income Group. George U. Sauter, Quantitative Equity Group. - -------------------------------------------------------------------------------- JOHN C. BOGLE, Founder; Chairman and Chief Executive Officer, 1974-1996. [PICTURE OF SHIP] THE VANGUARD GROUP(R) POST OFFICE BOX 2600 VALLEY FORGE, PA 19482-2600 Vanguard, The Vanguard Group, Vanguard.com, LifeStrategy, Wellington, and the ship logo are trademarks of The Vanguard Group, Inc. All other marks are the exclusive property of their respective owners. ABOUT OUR COVER The photographs of the sails and ship that appear on the cover of this report are copyrighted by Michael Kahn. FOR MORE INFORMATION This report is intended for the funds' shareholders. It may not be distributed to prospective investors unless it is preceded or accompanied by the current fund prospectus. To receive a free copy of the prospectus or the Statement of Additional Information, or to request additional information about the funds or other Vanguard funds, please contact us at one of the adjacent telephone numbers or by e-mail through VANGUARD.COM(R). Prospectuses may also be viewed online. All comparative mutual fund data are from Lipper Inc. or Morningstar, Inc., unless otherwise noted. WORLD WIDE WEB www.vanguard.com FUND INFORMATION 1-800-662-7447 DIRECT INVESTOR ACCOUNT SERVICES 1-800-662-2739 INSTITUTIONAL INVESTOR SERVICES 1-800-523-1036 TEXT TELEPHONE 1-800-952-3335 (C) 2003 THE VANGUARD GROUP, INC. ALL RIGHTS RESERVED. VANGUARD MARKETING CORPORATION, DISTRIBUTOR. Q3012 062003 Vanguard(R) Selected Value Fund Semiannual Report April 30, 2003 [cover art] The Vanguard Group (R) Eternal Principles Markets change, but the principles of successful investing do not. During the past few years, radical upheaval in the stock market has displayed the power of this simple truth to dramatic effect. In the late 1990s, stocks experienced one of the greatest bull markets in financial history. Then, in March 2000, the longest downturn since the Great Depression began. In both bull and bear markets, however, the principles of successful investing are identical: balance, diversification, and attention to costs. Balance among stock, bond, and money market funds allows you to pursue long-term growth while moderating your risk. Diversification limits your exposure to the disasters that can befall any one security or sector. Attention to costs means you keep a larger share of any rewards produced by your investments. These principles are timeless. In fact, they're the basis of our very first mutual fund--Vanguard(R) Wellington(TM) Fund, a balanced portfolio established in 1929. Over time, balance, diversification, and attention to costs have proven to be the master keys to investment success. SUMMARY * Vanguard Selected Value Fund returned 4.3% during the six months ended April 30, 2003, trailing the average return of peer funds and its market benchmark. * During the period, the broad U.S. stock market drifted in mostly negative territory before posting a strong return in April and ending the fiscal half-year with a 5.0% gain. * Most of the fund's advance came from strong performances among its health care, energy, and materials & processing stocks. CONTENTS 1 Letter from the Chairman 4 Report from the Adviser 8 Fund Profile 9 Glossary of Investment Terms 10 Performance Summary 11 Results of Proxy Voting 12 Financial Statements 19 Advantages of Vanguard.com Letter from the Chairman [PHOTO] John J. Brennan Fellow Shareholder, Vanguard Selected Value Fund returned 4.3% during the fiscal half-year ended April 30, 2003. Given the fund's negative result in fiscal 2002, the gain was certainly welcome, but the return did trail both the average for the fund's peer group and the result of the broad market, as measured by the Wilshire 5000 Total Market Index. The table at left shows the total returns--capital change plus reinvested dividends--for the fund and its benchmarks. Information about the per-share components of the fund's return appears in the table on page 3. - ------------------------------------------- Total Returns Six Months Ended April 30, 2003 - ------------------------------------------- Vanguard Selected Value Fund 4.3% Average Mid-Cap Value Fund* 6.7 Russell Midcap Value Index 7.1 Wilshire 5000 Index 5.0 - ------------------------------------------- *Derived from data provided by Lipper Inc. STOCKS OPENED AND CLOSED STRONGLY During the six months ended April 30, the overall U.S. stock market, as measured by the Wilshire 5000 Index, returned 5.0%, a performance reflecting strong rallies at the beginning and end of the period. Inside these bookends, however, stock prices drifted lower, depressed by investor apprehension about geopolitical tensions and generally glum economic news. Although the U.S. military campaign in Iraq was brief and successful, economic uncertainty remained. Consumer spending was strong, but the job market deteriorated, and the red-hot residential real estate market began to cool. The broad economy registered anemic growth. Small stocks, as represented by the Russell 2000 Index, performed better than the large stocks in the Russell 1000 Index, while growth stocks (those that are expected to produce rapid revenue and earnings growth) and value stocks (those that generally trade at below-average valuations) produced similar returns. Overseas, Asian stock markets were hit especially hard, but as a group, international stocks produced a modest positive return for U.S.-based investors. BONDS DEFIED EXPECTATIONS Bonds generated surprisingly strong results, with the Lehman Brothers Aggregate Bond Index--a broad measure of the taxable bond market-- returning 4.3%. Bond yields began the fiscal half-year at their lowest levels in 40 years, which would generally portend unimpressive returns. But the bond market rallied further, in part because of a strong rebound in hard-hit corporate 1 bonds. Long- and intermediate-term interest rates fell somewhat during the period, and the yield of the 3-month U.S. Treasury bill-- a fair proxy for money market yields--declined 34 basis points (0.34 percentage point) to 1.11%. - -------------------------------------------------------------------------------- Market Barometer Total Returns Periods Ended April 30, 2003 ----------------------------------- Six One Five Months Year Years* - -------------------------------------------------------------------------------- STOCKS Russell 1000 Index (Large-caps) 4.8% -13.5% -2.3% Russell 2000 Index (Small-caps) 7.6 -20.8 -2.5 Wilshire 5000 Index (Entire market) 5.0 -13.6 -2.6 MSCI All Country World Index Free ex USA (International) 3.1 -15.2 -4.9 - -------------------------------------------------------------------------------- BONDS Lehman Aggregate Bond Index 4.3% 10.5% 7.6% (Broad taxable market) Lehman Municipal Bond Index 3.6 8.5 6.3 Citigroup 3-Month Treasury Bill Index 0.6 1.5 4.0 ================================================================================ CPI Consumer Price Index 1.4% 2.2% 2.5% - -------------------------------------------------------------------------------- *Annualized. FOR THE FUND, A STRONG APRIL HELPED PRODUCE A SIX-MONTH GAIN Like the broad stock market, the Selected Value Fund enjoyed an April rally, enabling the fund to post a solid gain in the first half of its fiscal year. Leading the advance were Selected Value's health care holdings, which decisively outperformed the same sector in the Russell Midcap Value Index. The fund also got strong results from companies in the other energy and materials & processing sectors. Selected Value was slowed chiefly by its holdings in two sectors: consumer staples and producer durables. Consumer staples stocks were the market's worst laggards in the period, and your fund had a larger weighting in this group than the benchmark. The producer durables sector performed well in the index, but the fund was underweighted in the group, and the adviser's selections did not perform well. You'll find more information about the fund's individual holdings in the Report from the Adviser on page 4. THE FUND TRAILED ITS BENCHMARK FOR SEVERAL REASONS Selected Value lagged its primary benchmark, the Russell Midcap Value Index, mainly because of the fund's lower exposure to the financial services sector. Although financial stocks constitute the largest groups in both the fund and the index, the fund's stake was smaller by about one-third during the period. Consequently, the fund missed out on much of the bounce provided by this group. The fund's utilities and producer durables holdings also underperformed their counterparts in the index. In addition, the Russell Midcap Value Index, which encompasses a broader range of stocks than does the fund, has a modest weighting in technology companies, a group that did well during the six months. True to Selected Value's 2 fundamental value orientation, the adviser continued to shun tech stocks in the belief that their prices still were not low enough to offer good value. Meanwhile, the fund's holdings in the health care, "other energy," and materials & processing sectors handily outperformed those in the index, but these gains could not make up for our shortfalls in other areas. YOUR FUND'S TIME-TESTED VALUE APPROACH Selected Value's investment adviser, the firm of Barrow, Hanley, Mewhinney & Strauss, seeks out-of-favor stocks of midsize companies that are expected to reward patient investors in the long run. The market is, of course, anything but consistent--and it has certainly tried investors' patience in recent years. We have yet to learn whether the recent turnaround represents the end of the historic bear market. But whatever awaits investors through the rest of 2003 and beyond, you can be assured that the Selected Value Fund will adhere to the strategy that has proven itself over the long haul. The fund is also committed to maintaining its cost-efficient operations, a competitive advantage that has given Selected Value a head start every year since its inception in 1996. The fund's annualized expense ratio of 0.78% is only half the average of 1.58% charged by its mid-cap value competitors. The Selected Value Fund, like any other fund targeting a specific market segment, is most appropriate as just one component of a well-diversified mix of stock, bond, and money market investments. We believe that every investor should develop such a mix in the proportions that suit individual circumstances and goals. A balanced, diversified, and low-cost approach to investing is the proven way to build long-term wealth. We thank you for your continued trust and confidence. Sincerely, John J. Brennan Chairman and Chief Executive Officer May 9, 2003 - -------------------------------------------------------------------------------- Your Fund's Performance at a Glance October 31, 2002-April 30, 2003 Distributions Per Share ------------------------------ Starting Ending Income Capital Share Price Share Price Dividends Gains - -------------------------------------------------------------------------------- Selected Value Fund $11.27 $11.51 $0.24 $0.00 - -------------------------------------------------------------------------------- 3 REPORT FROM THE ADVISER Vanguard Selected Value Fund returned 4.3% for the six months ended April 30, 2003, compared with 7.1% for the Russell Midcap Value Index. THE INVESTMENT ENVIRONMENT Despite a relatively stable market, a lot happened in the fund's fiscal half-year: Investors were frightened by the possibility of war, depressed when it was happening, and then elated about the U.S. victory; the saga of corporate greed and malfeasance continued; consumer confidence fell at one point to its lowest level in almost a decade; and as we write this letter, the U.S. Congress and the Bush Administration are discussing a reduction in the taxation of dividends, which could have a significant long-term impact on returns. During the period, money flowed out of most equity funds and poured into bond and money market funds. One might assume that this risk-averse environment would encourage conservative leadership in the stock market, but this was not so. The Nasdaq-100 Index was among the strongest-performing indexes. For the six months, the best-performing equities had the highest price/earnings ratios and the lowest dividend yields. Our guess is that since these stocks declined the most during the bear market, they are now seen as having the greatest recovery potential. Unfortunately, the reality is that, in an economy with significant excess capacity, capital spending will probably be slow in coming back. Most technology companies are either tied to this cycle or to the related telecommunications industry. While investors are returning to the scene of the crime, so to speak, it is not as dangerous as it was in the late 1990s; however, we advise caution, as these stocks are still expensive. Don't rate a stock as cheap after looking at what it used to sell for; instead, decide what it should sell for, considering fundamental factors like earnings, cash flow, book value, and dividends. In the fiscal half-year, investors chose either high-tech stocks with little or no earnings or bonds and money market funds. The consensus of experts and amateurs alike was that interest rates were at or near the bottom and would soon rise. However, it is also a good bet that rates will stay low until consumers and businesses improve their balance sheets, in which case near-zero money market returns will be the reward for caution. Equities in general are neither expensive nor cheap, but with a bland business outlook, profits are not likely to support a dramatic market advance. - -------------------------------------------------------------------------------- Investment Philosophy The adviser believes that superior long-term investment results can be obtained by emphasizing medium-size companies with reasonable financial strength whose stocks are out of favor and undervalued by the market, often because of special situations that have temporarily depressed profits. - -------------------------------------------------------------------------------- 4 OUR SUCCESSES Good stock selection in the health care sector, including companies such as VISX and Mylan Laboratories, contributed significantly to fund performance. Miscellaneous industrial companies, such as BJ Services, Reliant Resources, and Millennium Chemicals, also helped. OUR SHORTFALLS Performance was hurt by an underinvestment in financial services issues, along with underperformance in those we did own, such as Ambac Financial Group. Our holdings in tobacco (Carolina Group and R.J. Reynolds Tobacco Holdings) also did not do well. We were too light in the utilities sector, and our stock selection there was subpar. We have added three companies to this group that we believe will prosper. OUR PORTFOLIO POSITIONING Our portfolio has an increased weighting in utilities, particularly those of the aggressive type. We believe these companies are fixing their problems. While we are currently rather underinvested in financial stocks, we are adding to this area. We own little in the regional banks industry, because these stocks seem overpriced given their long-term potential. We own no technology issues because of their high price/earnings multiples, which typically are around 30 (based on trailing earnings), versus our portfolio's relatively modest multiple. We believe the fund's yield of 2.7% is attractive when compared with short-term investments. James P. Barrow, Portfolio Manager Barrow, Hanley, Mewhinney & Strauss, Inc. May 13, 2003 (Tables showing significant portfolio changes appear on pages 6 and 7.) 5 - -------------------------------------------------------------------------------- Significant Portfolio Changes Six Months Ended April 30, 2003 New Holdings Comments - -------------------------------------------------------------------------------- Xcel Energy We purchased Xcel Energy in hopes that this stock will rebound as the company sheds its energy-trading business and becomes viewed as a regulated power generator. The company's 7% yield, P/E of 8, and 0.8 price/book ratio also help. XL Capital This firm is a leading insurance and reinsurance company based in Bermuda. XL Capital's superior balance sheet, outstanding management, and positioning in a strong and sustainable insurance market, along with an attractive valuation (10 times this year's projected earnings), a strong dividend yield, and a reasonable price/book ratio, make this stock a compelling investment. Pinnacle West Capital We purchased this stock because it sold equity to fix its balance sheet, making its 5.5% dividend secure and its P/E of 10 times earnings attractive. CenterPoint Energy The prospects for CenterPoint, previously the electric and gas distribution network of Reliant Energy (Houston Lighting), are somewhat confusing in the short term because of the nature of Texas deregulation. We expect earnings of more than $1 per share in 2004 and a dividend of $0.40 or more per share. This leveraged utility should offer good upside potential. The company is currently selling a convertible bond, which should not dilute the value of its stock. Tenet Healthcare Tenet Healthcare lost more than 70% of its value after it was revealed that the company had improperly billed Medicare for high-cost patients. We believe the market overreacted to this event--the decline in earnings was less severe, and management has moved aggressively to deal with the controversy. Tenet's earnings are poised to rebound--demographic trends are working in the hospital industry's favor, and the company is well positioned with a portfolio of strong hospitals located in markets with above-average population growth. Given the prospects for a rebound, we believe Tenet is attractively valued at only 8 times earnings and 1.2 times book value. - -------------------------------------------------------------------------------- 6 - -------------------------------------------------------------------------------- Eliminated Comments - -------------------------------------------------------------------------------- Fortune Brands We sold Fortune on the basis of its rising price; should it decline, it could well be bought back. SLM This holding was sold because it was no longer a mid- capitalization stock (the company was valued at $15 billion), its P/E of 21 was no longer low, and its 1% yield was no longer high. Ambac Financial Group Ambac was sold due to its extensive exposure to the airline industry and a concern that continued financial difficulty could lead to significant losses. Hanover Compressor This stock was eliminated because of its sensitivity to falling natural gas volumes. Higher prices have not encouraged enough new drilling activity to reverse the trend, and it seems the United States may simply resort to liquid natural gas tankers to augment domestic production in order to satisfy a growing demand. TECO Energy TECO has been punished by equity investors who doubt its ability to earn a return on unregulated power assets. We would not normally be a seller on such matters, but we have real concerns about the financial ability of TECO's privately held partner in these huge projects. - -------------------------------------------------------------------------------- See page 12 for a complete listing of the fund's holdings. 7 Fund Profile As of April 30, 2003 This Profile provides a snapshot of the fund's characteristics, compared where indicated with both an appropriate market index and a broad market index. Key terms are defined on page 9. SELECTED VALUE FUND - ---------------------------------------------------------------------------- PORTFOLIO CHARACTERISTICS Comparative Broad Fund Index* Index** - ---------------------------------------------------------------------------- Number of Stocks 38 602 5,546 Median Market Cap $3.6B $4.0B $28.2B Price/Earnings Ratio 17.1x 16.5x 20.8x Price/Book Ratio 1.6x 1.7x 2.6x Yield 2.7% 2.5% 1.7% Return on Equity 12.2% 13.3% 20.9% Earnings Growth Rate 4.0% 6.7% 8.6% Foreign Holdings 0.0% 0.0% 0.3% Turnover Rate 39%Y -- -- Expense Ratio 0.78%Y -- -- Cash Investments 1.4% -- -- - ---------------------------------------------------------------------------- - ---------------------------------------------- TEN LARGEST HOLDINGS (% of total net assets) Royal Caribbean Cruises, Ltd. 3.8% (leisure) Brunswick Corp. 3.6 (automotive and transport equipment) UST, Inc. 3.6 (tobacco) Equity Office Properties Trust REIT 3.5 (real estate) Radian Group, Inc. 3.5 (financial services) Kerr-McGee Corp. 3.2 (oil) Dean Foods Co. 3.2 (food, beverage, and tobacco) BJ Services Co. 3.1 (oil) MeadWestvaco Corp. 3.1 (manufacturing) Genuine Parts Co. 3.0 (retail) - ---------------------------------------------- Top Ten 33.6% - ---------------------------------------------- The "Ten Largest Holdings" excludes any temporary cash investments and equity index products. - -------------------------------------------------------------------------------- VOLATILITY MEASURES Comparative Broad Fund Index* Fund Index** - -------------------------------------------------------------------------------- R-Squared 0.85 1.00 0.41 1.00 Beta 0.99 1.00 0.57 1.00 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECTOR DIVERSIFICATION (% of portfolio) Comparative Broad Fund Index* Index** Auto & Transportation 3.0% 4.3% 2.6% Consumer Discretionary 18.1 12.2 15.6 Consumer Staples 11.5 2.7 6.8 Financial Services 19.5 31.5 22.5 Health Care 9.4 3.8 14.2 Integrated Oils 3.2 1.7 3.6 Other Energy 9.0 5.4 2.1 Materials & Processing 7.3 9.8 3.7 Producer Durables 2.5 5.7 3.9 Technology 0.0 6.1 13.2 Utilities 8.9 13.7 6.9 Other 6.2 3.1 4.9 - -------------------------------------------------------------------------------- Cash Investments 1.4 .-- .-- - -------------------------------------------------------------------------------- - --------------------- Investment Focus Market Cap--Medium Style--Value - --------------------- Visit our website at www.vanguard.com for regularly updated fund information. *Russell Midcap Value Index. **Wilshire 5000 Index. YAnnualized. 8 GLOSSARY OF INVESTMENT TERMS Beta. A measure of the magnitude of a fund's past share-price fluctuations in relation to the ups and downs of a comparative index and an overall market index. Each index is assigned a beta of 1.00. Compared with a given index, a fund with a beta of 1.20 typically would have seen its share price rise or fall by 12% when the index rose or fell by 10%. However, a fund's beta should be reviewed in conjunction with its R-squared (see definition below). The lower the R-squared, the less correlation there is between the fund and the benchmark, and the less reliable beta is as an indicator of volatility. - -------------------------------------------------------------------------------- Cash Investments. The percentage of a fund's net assets invested in "cash equivalents"--highly liquid, short-term, interest-bearing securities. This figure does not include cash invested in futures contracts or other equity index products to simulate stock investment. - -------------------------------------------------------------------------------- Earnings Growth Rate. The average annual rate of growth in earnings over the past five years for the stocks now in a fund. - -------------------------------------------------------------------------------- Expense Ratio. The percentage of a fund's average net assets used to pay its annual administrative and advisory expenses. These expenses directly reduce returns to investors. - -------------------------------------------------------------------------------- Foreign Holdings. The percentage of a fund's equity assets represented by stocks or American Depositary Receipts of companies based outside the United States. - -------------------------------------------------------------------------------- Median Market Cap. An indicator of the size of companies in which a fund invests; the midpoint of market capitalization (market price x shares outstanding) of a fund's stocks, weighted by the proportion of the fund's assets invested in each stock. Stocks representing half of the fund's assets have market capitalizations above the median, and the rest are below it. - -------------------------------------------------------------------------------- Price/Book Ratio. The share price of a stock divided by its net worth, or book value, per share. For a fund, the weighted average price/book ratio of the stocks it holds. - -------------------------------------------------------------------------------- Price/Earnings Ratio. The ratio of a stock's current price to its per-share earnings over the past year. For a fund, the weighted average P/E of the stocks it holds. P/E is an indicator of market expectations about corporate prospects; the higher the P/E, the greater the expectations for a company's future growth. - -------------------------------------------------------------------------------- R-Squared. A measure of how much of a fund's past returns can be explained by the returns from the market in general, as measured by a comparative index or an overall market index. If a fund's total returns were precisely synchronized with an index's returns, its R-squared would be 1.00. If the fund's returns bore no relationship to the index's returns, its R-squared would be 0. - -------------------------------------------------------------------------------- Return on Equity. The annual average rate of return generated by a company during the past five years for each dollar of shareholder's equity (net income divided by shareholder's equity). For a fund, the weighted average return on equity for the companies whose stocks it holds. - -------------------------------------------------------------------------------- Turnover Rate. An indication of the fund's trading activity. Funds with high turnover rates incur higher transaction costs and are more likely to distribute capital gains (which are taxable to investors). - -------------------------------------------------------------------------------- Yield. A snapshot of a fund's income from interest and dividends. The yield, expressed as a percentage of the fund's net asset value, is based on income earned over the past 30 days and is annualized, or projected forward for the coming year. The index yield is based on the current annualized rate of dividends paid on stocks in the index. - -------------------------------------------------------------------------------- 9 Performance Summary As of April 30, 2003 All of the returns in this report 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. The returns shown do not reflect taxes that a shareholder would pay on fund distributions or on the redemption of fund shares. SELECTED VALUE FUND - -------------------------------------------------------------------------------- Fiscal-Year Total Returns (%) February 15, 1996-April 30, 2003 Fiscal Year Global Equity Fund MSCI All Country World Index Free 1996 0.7 8.3 1997 30.9 32.5 1998 -17.8 5.7 1999 -0.6 5.7 2000 19.1 11.9 2001 8 -1.4 2002 -5.4 -3 2003* 4.3 7.1 - -------------------------------------------------------------------------------- *Six months ended April 30, 2003. Note: See Financial Highlights table on page 16 for dividend and capital gains information. - -------------------------------------------------------------------------------- Average Annual Total Returns for periods ended March 31, 2003 This table presents average annual total returns through the latest calendar quarter--rather than through the end of the fiscal period. Securities and Exchange Commission rules require that we provide this information. Since Inception One Five ---------------------------- Inception Date Year Years Capital Income Total - -------------------------------------------------------------------------------- Selected Value Fund 2/15/1996 -24.69% -2.40% 2.14% 1.29% 3.43% Fee-Adjusted Returns* -25.43 -2.40 2.14 1.29 3.43 - -------------------------------------------------------------------------------- *Reflective of the 1% fee that is assessed on redemptions of shares purchased on or after August 7, 2001, and held for less than five years. 10 - -------------------------------------------------------------------------------- Notice to Shareholders At a special meeting of shareholders on December 3, 2002, fund shareholders approved the following proposals: - - Elect trustees for the fund.* The individuals listed in the table below were elected as trustees for the fund. All trustees served as trustees to the fund prior to the shareholder meeting. - -------------------------------------------------------------------------------- Trustee For Withheld Percentage For - -------------------------------------------------------------------------------- John J. Brennan 887,330,003 25,858,480 97.2% Charles D. Ellis 888,187,234 25,001,249 97.3 Rajiv L. Gupta 886,074,024 27,114,458 97.0 JoAnn Heffernan Heisen 887,993,494 25,194,989 97.2 Burton G. Malkiel 885,287,279 27,901,204 96.9 Alfred M. Rankin, Jr. 888,562,679 24,625,804 97.3 J. Lawrence Wilson 885,572,035 27,616,448 97.0 - -------------------------------------------------------------------------------- *Results are for all funds within the same trust. - - Change the fund's policy on investing in other mutual funds. This change enables the fund to invest its cash reserves in specially created money market and short-term bond funds. This new cash management program, which is similar to those of other large mutual fund complexes, should help the fund to achieve greater diversification and to earn modestly higher returns on its cash reserves. The fund will need Securities and Exchange Commission approval before implementing this new cash management program. - -------------------------------------------------------------------------------- Broker Percentage For Against Abstain Non-Votes For 735,242,712 43,484,694 20,726,977 35,544,050 88.1% - -------------------------------------------------------------------------------- Note: Vote tabulations are rounded to the nearest whole number. 11 - -------------------------------------------------------------------------------- FINANCIAL STATEMENTS April 30, 2003 (unaudited) Statement of Net Assets This Statement provides a detailed list of the fund's holdings, including each security's market value on the last day of the reporting period. Securities are grouped and subtotaled by asset type (common stocks, bonds, etc.) and by industry sector. Other assets are added to, and liabilities are subtracted from, the value of Total Investments to calculate the fund's Net Assets. Finally, Net Assets are divided by the outstanding shares of the fund to arrive at its share price, or Net Asset Value (NAV) Per Share. At the end of the Statement of Net Assets, you will find a table displaying the composition of the fund's net assets. 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* Selected Value Fund Shares (000) - -------------------------------------------------------------------------------- COMMON STOCKS (98.6%) - -------------------------------------------------------------------------------- Auto & Transportation (3.0%) Genuine Parts Co. 972,700 31,097 Consumer Discretionary (18.2%) Royal Caribbean Cruises, Ltd. 2,097,100 38,943 Dollar General Corp. 2,044,600 29,729 The Stanley Works 1,219,200 29,297 IKON Office Solutions, Inc. 3,750,400 29,103 Viad Corp. 1,217,000 24,474 * Service Corp. International 7,021,700 23,733 Wendy's International, Inc. 370,900 10,771 --------------- 186,050 --------------- Consumer Staples (11.5%) UST, Inc. 1,170,700 36,678 * Dean Foods Co. 743,100 32,347 Carolina Group 1,603,600 29,474 R.J. Reynolds Tobacco Holdings, Inc. 695,400 19,590 --------------- 118,089 --------------- Financial Services (19.4%) Equity Office Properties Trust REIT 1,376,100 35,737 Radian Group, Inc. 900,000 35,730 Crescent Real Estate, Inc. REIT 2,135,900 30,287 TCF Financial Corp. 763,200 30,223 American Financial Group, Inc. 1,192,800 26,456 Ryder System, Inc. 676,300 16,799 Deluxe Corp. 357,000 15,712 XL Capital Ltd. Class A 98,000 8,065 -------------- 199,009 -------------- Health Care (9.4%) Mylan Laboratories, Inc. 1,080,800 30,554 * VISX Inc. 1,524,400 23,872 * Tenet Healthcare Corp. 1,431,900 21,249 IMS Health, Inc. 1,363,700 21,001 -------------- 96,676 -------------- Integrated Oils (3.2%) Kerr-McGee Corp. 780,500 32,867 Other Energy (9.0%) * BJ Services Co. 883,800 32,268 GlobalSantaFe Corp. 1,433,785 30,339 * Reliant Resources, Inc. 5,230,000 29,393 -------------- 92,000 -------------- Materials & Processing (7.3%) MeadWestvaco Corp. 1,353,200 31,922 Eastman Chemical Co. 723,900 22,101 Millennium Chemicals, Inc. 1,505,100 20,936 -------------- 74,959 -------------- Producer Durables (2.5%) Goodrich Corp. 1,820,000 25,608 12 - -------------------------------------------------------------------------------- Market Value* Shares (000) - -------------------------------------------------------------------------------- Utilities (8.9%) Entergy Corp. 613,000 28,572 Pinnacle West Capital Corp. 774,700 25,736 Xcel Energy, Inc. 1,550,000 20,956 CenterPoint Energy Inc. 2,039,400 16,111 -------------- 91,375 -------------- Other (6.2%) Brunswick Corp. 1,693,600 36,971 ITT Industries, Inc. 456,100 26,591 -------------- 63,562 -------------- - -------------------------------------------------------------------------------- TOTAL COMMON STOCKS (Cost $1,093,935) 1,011,292 - -------------------------------------------------------------------------------- Face Amount (000) - -------------------------------------------------------------------------------- TEMPORARY CASH INVESTMENTS (2.3%) - -------------------------------------------------------------------------------- Repurchase Agreements Collateralized by U.S. Government Obligations in a Pooled Cash Account 1.32%, 5/1/2003 $15,054 15,054 1.32%, 5/1/2003--Note G 8,871 8,871 - -------------------------------------------------------------------------------- TOTAL TEMPORARY CASH INVESTMENTS (Cost $23,925) 23,925 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS (100.9%) (Cost $1,117,860) 1,035,217 - -------------------------------------------------------------------------------- OTHER ASSETS AND LIABILITIES (-0.9%) - -------------------------------------------------------------------------------- Other Assets--Note C 2,471 Liabilities--Note G (12,276) --------------- (9,805) --------------- - -------------------------------------------------------------------------------- NET ASSETS (100%) - -------------------------------------------------------------------------------- Applicable to 89,086,263 outstanding $.001 par value shares of beneficial interest (unlimited authorization) $1,025,412 ================================================================================ NET ASSET VALUE PER SHARE $11.51 ================================================================================ *See Note A in Notes to Financial Statements. *Non-income-producing security. REIT--Real Estate Investment Trust. - -------------------------------------------------------------------------------- Amount Per (000) Share - -------------------------------------------------------------------------------- AT APRIL 30, 2003, NET ASSETS CONSISTED OF: - -------------------------------------------------------------------------------- Paid-in Capital $1,199,432 $13.46 Undistributed Net Investment Income 3,510 .04 Accumulated Net Realized Losses (94,887) (1.06) Unrealized Depreciation (82,643) (.93) NET ASSETS $1,025,412 $11.51 ================================================================================ See Note E in Notes to Financial Statements for the tax-basis components of net assets. 13 STATEMENT OF OPERATIONS This Statement shows the types of 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 income dividends. This Statement also shows any Net Gain (Loss) realized on the sale of investments, and the increase or decrease in the Unrealized Appreciation (Depreciation) of investments during the period. - -------------------------------------------------------------------------------- Selected Value Fund Six Months Ended April 30, 2003 (000) - -------------------------------------------------------------------------------- INVESTMENT INCOME Income Dividends $ 14,431 Interest 157 Security Lending 238 Total Income 14,826 Expenses Investment Advisory Fees--Note B Basic Fee 1,359 Performance Adjustment 544 The Vanguard Group--Note C Management and Administrative 2,022 Marketing and Distribution 79 Custodian Fees 18 Shareholders' Reports and Proxies 25 Trustees' Fees and Expenses 1 Total Expenses 4,048 Expenses Paid Indirectly--Note D (219) Net Expenses 3,829 - -------------------------------------------------------------------------------- NET INVESTMENT INCOME 10,997 - -------------------------------------------------------------------------------- REALIZED NET GAIN (LOSS) ON INVESTMENT SECURITIES SOLD (37,285) - -------------------------------------------------------------------------------- CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENT SECURITIES 66,410 - -------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $40,122 ================================================================================ 14 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. - -------------------------------------------------------------------------------- Selected Value Fund ---------------------------------- Six Months Year Ended Ended April 30, 2003 Oct. 31, 2002 (000) (000) - -------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS Operations Net Investment Income $ 10,997 $ 19,117 Realized Net Gain (Loss) (37,285) (54,412) Change in Unrealized Appreciation (Depreciation) 66,410 (86,264) Net Increase (Decrease) in Net Assets Resulting from Operations 40,122 (121,559) - -------------------------------------------------------------------------------- Distributions Net Investment Income (22,483) (12,795) Realized Capital Gain -- -- Total Distributions (22,483) (12,795) - -------------------------------------------------------------------------------- Capital Share Transactions1 Issued 104,514 598,502 Issued in Lieu of Cash Distributions 19,975 11,420 Redeemed* (174,732) (320,462) Net Increase (Decrease) from Capital Share Transactions (50,243) 289,460 Total Increase (Decrease) (32,604) 155,106 - -------------------------------------------------------------------------------- Net Assets Beginning of Period 1,058,016 902,910 End of Period $1,025,412 $1,058,016 ================================================================================ 1Shares Issued (Redeemed) Issued 9,305 44,189 Issued in Lieu of Cash Distributions 1,748 900 Redeemed (15,850) (26,037) Net Increase (Decrease) in Shares Outstanding (4,797) 19,052 ================================================================================ *Net of redemption fees of $619,000 and $1,101,000, respectively. 15 FINANCIAL HIGHLIGHTS This table summarizes the fund's investment results and distributions to shareholders on a per-share basis. It also presents the 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. Selected Value Fund - ------------------------------------------------------------------------------------------------------------ Year Ended October 31, Six Months Ended --------------------------------------- For a Share Outstanding Throughout Each Period April 30, 2003 2002 2001 2000 1999 1998 - ------------------------------------------------------------------------------------------------------------ Net Asset Value, Beginning of Period $11.27 $12.07 $11.42 $ 9.75 $10.23 $12.98 - ------------------------------------------------------------------------------------------------------------ Investment Operations Net Investment Income .12 .21 .15 .27 .12 .07 Net Realized and Unrealized Gain (Loss) on Investments* .36 (.84) .74 1.56 (.19) (2.31) Total from Investment Operations .48 (.63) .89 1.83 (.07) (2.24) Distributions Dividends from Net Investment Income (.24) (.17) (.24) (.16) (.08) (.05) Distributions from Realized Capital Gains -- -- -- -- (.33) (.46) - ------------------------------------------------------------------------------------------------------------ Total Distributions (.24) (.17) (.24) (.16) (.41) (.51) - ------------------------------------------------------------------------------------------------------------ Net Asset Value, End of Period $11.51 $11.27 $12.07 $11.42 $ 9.75 $10.23 ============================================================================================================ Total Return** 4.27% -5.38% 7.95% 19.10% -0.61% -17.80% ============================================================================================================ Ratios/Supplemental Data Net Assets, End of Period (Millions) $1,025 $1,058 $903 $152 $193 $152 Ratio of Total Expenses to Average Net Assets 0.78%Y 0.74% 0.70% 0.63% 0.73% 0.65% Ratio of Net Investment Income to Average Net Assets 2.12%Y 1.63% 1.67% 2.40% 1.31% 0.58% Portfolio Turnover Rate 39%Y 50% 67% 40% 102% 47% ============================================================================================================ *Includes increases from redemption fees of $.01 in 2003, $.01 in 2002, and $.00 in 2001. **Total returns do not reflect the 1% fee assessed on redemptions of shares purchased on or after August 7, 2001, and held for less than five years. YAnnualized. Notes to Financial Statements Vanguard Selected Value Fund is registered under the Investment Company Act of 1940 as an open-end investment company, or mutual fund. A. The following significant accounting policies conform to generally accepted accounting principles for U.S. mutual funds. The fund consistently follows such policies in preparing its financial statements. 1. Security Valuation: Securities are valued as of the close of trading on the New York Stock Exchange (generally 4:00 p.m. Eastern time) on the valuation date. Equity securities are valued at the latest quoted sales prices or official closing prices taken from the primary market in which each security trades; such securities not traded on the valuation date are valued at the mean of the latest quoted bid and asked prices. Securities for which market quotations are not readily available, or whose values have been materially affected by events occurring before the fund's pricing time but after the close of the securities' primary markets, are valued by methods deemed by the board of trustees to represent fair value. 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. 2. Repurchase Agreements: The fund, along with other members of The Vanguard Group, transfers uninvested cash balances into 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. 3. 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. 4. Distributions: Distributions to shareholders are recorded on the ex-dividend date. 5. Other: Dividend income is recorded on the ex-dividend date. Security transactions are accounted for on the date securities are bought or sold. Costs used to determine realized gains (losses) on the sale of investment securities are those of the specific securities sold. Fees assessed on redemptions of capital shares are credited to paid-in capital. B. Barrow, Hanley, Mewhinney & Strauss, Inc., 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 the fund's performance for the preceding three years relative to the Russell Midcap Index for periods prior to August 1, 2001, and the new benchmark, the Russell Midcap Value Index, beginning August 1, 2001. The benchmark change will be fully phased in by August 2004. For the six months ended April 30, 2003, the investment advisory fee represented an effective annual basic rate of 0.26% of the fund's average net assets before an increase of $544,000 (0.10%) 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 April 30, 2003, the fund had contributed capital of $184,000 to Vanguard (included in Other Assets), representing 0.02% of the fund's net assets and 0.18% of Vanguard's capitalization. The fund's trustees and officers are also directors and officers of Vanguard. 17 Notes to Financial Statements (continued) D. The fund has asked its investment adviser to direct certain security trades, subject to obtaining the best price and execution, to brokers who have agreed to rebate to the fund part of the commissions generated. Such rebates are used solely to reduce the fund's management and administrative expenses. For the six months ended April 30, 2003, these arrangements reduced the fund's expenses by $219,000 (an annual rate of 0.04% of average net assets). E. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain, or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes. The fund's tax-basis capital gains and losses are determined only at the end of each fiscal year. For tax purposes, at October 31, 2002, the fund had available realized losses of $57,536,000 to offset future net capital gains of $2,092,000 through October 31, 2007, $1,032,000 through October 31, 2008, and $54,412,000 through October 31, 2010. The fund will use these capital losses to offset net taxable capital gains, if any, realized during the year ending October 31, 2003; should the fund realize net capital losses for the year, the losses will be added to the loss carryforward balances above. At April 30, 2003, net unrealized depreciation of investment securities for tax purposes was $82,643,000, consisting of unrealized gains of $104,014,000 on securities that had risen in value since their purchase and $186,657,000 in unrealized losses on securities that had fallen in value since their purchase. F. During the six months ended April 30, 2003, the fund purchased $197,380,000 of investment securities and sold $243,638,000 of investment securities, other than temporary cash investments. G. The market value of securities on loan to broker/dealers at April 30, 2003, was $8,670,000, for which the fund held cash collateral of $8,871,000. The fund invests cash collateral received in repurchase agreements, and records a liability for the return of the collateral, during the period the securities are on loan. 18 - -------------------------------------------------------------------------------- Investing Is Fast and Easy on Vanguard.com If you're like many Vanguard investors, you believe in planning and taking control of your own investments. Vanguard.com(R) was built for you--and it's getting better all the time. MANAGE YOUR INVESTMENTS WITH EASE Log on to Vanguard.com and: * See what you own (at Vanguard and elsewhere) and how you're doing by using our Consolidated View(TM) tool. * Check your overall asset allocation, no matter where your assets are held. * Compare your holdings with industry benchmarks. * Analyze your personal performance. * Invest online and even manage the mail you get from us. (Prefer to get fund reports like this one online? Just let us know!) * Set up a Watch List to make it easy to track funds and securities of interest. PLAN YOUR INVESTMENTS WITH CONFIDENCE Go to our Planning & Advice and Research Funds & Stocks sections and: * Take our Investor Questionnaire to find out what asset allocation might best suit your needs. * Find out how much you should save for retirement and for college costs. * Discover how investment costs affect your bottom line by using our Compare Fund Costs tool. * Find out how to maximize your after-tax returns in our PlainTalk(R) guide Be a Tax-Savvy Investor. * Attend our quarterly PlainTalk webcasts on investing. Find out what Vanguard.com can do for you. Log on today! 19 - -------------------------------------------------------------------------------- CAPITALIZE ON YOUR IRA Are you taking full advantage of your individual retirement account? You really should be. The contribution limits on IRAs were recently raised, making these tax-deferred accounts more powerful options for retirement savers. Here's how you can exploit your IRA--and improve your chances of having the retirement of your dreams. - - Contribute the maximum amount each year. It may be an obvious point, but if you invest as much in your IRA as the law allows--currently $3,000 per tax year if you are under age 50 and $3,500 if you are age 50 or over--you will increase the odds of meeting your retirement goals. "Max out" every year you can. - - Make it automatic. Put your IRA on autopilot by taking advantage of Vanguard's Automatic Investment Plan. Your IRA contributions will be deducted from your bank account on a schedule of your choosing, making retirement investing a healthy habit. - - Consider cost. The owners of low-cost investments keep a larger portion of their gross returns than the owners of high-cost investments. Over the long term, avoiding costlier mutual funds and brokerage commissions could significantly boost your retirement savings. Our low costs are one reason a Vanguard IRA(R) is such a smart choice. - - Request a direct rollover when you change jobs. Don't spend your retirement assets before you've retired. When you change jobs, roll your 401(k) or other employer-sponsored retirement plan assets directly into your IRA. If you have questions about your IRA, want to transfer an IRA from another institution to Vanguard, or need help with any other IRA transaction, call our Retirement Resource Center at 1-800-205-6189 or visit Vanguard.com. You can open or fund your IRA on our website, and have a confirmation in your hand within minutes. 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 a part owner of the fund. Your fund trustees also serve on the board of directors of The Vanguard Group, Inc., which is owned by the Vanguard(R) funds and provides services to them on an at-cost basis. A majority of Vanguard's board members are independent, meaning that they have no affiliation with Vanguard or the funds they oversee, apart from the investments they have made as private individuals. Our independent board members 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 dates in parentheses below show when each trustee was initially elected. - -------------------------------------------------------------------------------- JOHN J. BRENNAN* Chairman of the Board, Chief Executive Officer, and (1987) Director/Trustee of The Vanguard Group, Inc., and of each of the investment companies served by The Vanguard Group. - -------------------------------------------------------------------------------- INDEPENDENT TRUSTEES CHARLES D. ELLIS The Partners of '63 (pro bono ventures in education); (2001) Senior Adviser to Greenwich Associates (international business strategy consulting); Successor Trustee of Yale University; Overseer of the Stern School of Business at New York University; Trustee of the Whitehead Institute for Biomedical Research. - -------------------------------------------------------------------------------- RAJIV L. GUPTA Chairman and Chief Executive Officer(since October 1999), (2001) Vice Chairman (January-September 1999),and Vice President (prior to September1999) of Rohm and Haas Co.(chemicals); Director of Technitrol, Inc. (electronic components), and Agere Systems (communications components); Board Member of the American Chemistry Council; Trustee of Drexel University. - -------------------------------------------------------------------------------- JOANN HEFFERNAN HEISEN Vice President, Chief Information Officer, and Member of (1998) the Executive Committee of Johnson & Johnson (pharmaceuticals/consumer products); Director of the Medical Center at Princeton and Women's Research and Education Institute. - -------------------------------------------------------------------------------- BURTON G. MALKIEL Chemical Bank Chairman's Professor of Economics,Princeton (1977) University; Director of Vanguard Investment Series plc (Irish investmentfund) (since November 2001), Vanguard Group (Ireland)Limited (Irish investment management firm) (since November 2001), Prudential Insurance Co. of America, BKF Capital (investment management firm), The Jeffrey Co. (holding company), and NeuVis, Inc. (software company). - -------------------------------------------------------------------------------- ALFRED M. RANKIN, JR. Chairman, President, Chief Executive Officer, and (1993) Director of NACCO Industries, Inc. (forklift trucks/ housewares/lignite); Director of Goodrich Corporation (industrial products/aircraft systems and services); Director until 1998 of Standard Products Company (a supplier for the automotive industry). - -------------------------------------------------------------------------------- J. LAWRENCE WILSON Retired Chairman and Chief Executive Officer of Rohm and (1985) Haas Co.(chemicals); Director of Cummins Inc. (diesel engines), MeadWestvaco Corp. (paper products), and AmerisourceBergen Corp. (pharmaceutical distribution); Trustee of Vanderbilt University. - -------------------------------------------------------------------------------- EXECUTIVE OFFICERS* R. GREGORY BARTON Secretary; Managing Director and General Counsel of The Vanguard Group, Inc. (since September 1997); Secretary of The Vanguard Group and of each of the investment companies served by The Vanguard Group; Principal of The Vanguard Group (prior to September 1997). THOMAS J. HIGGINS Treasurer; Principal of The Vanguard Group, Inc.; Treasurer of each of the investment companies served by The Vanguard Group. - -------------------------------------------------------------------------------- *Officers of the funds are "interested persons" as defined in the Investment Company Act of 1940. More information about the trustees is in the Statement of Additional Information, available from The Vanguard Group. - -------------------------------------------------------------------------------- VANGUARD SENIOR MANAGEMENT TEAM MORTIMER J. BUCKLEY, Information Technology. F. William McNabb, III, Client Relationship Group. JAMES H. GATELY, Investment Programs and Services. Michael S. Miller, Planning and Development. KATHLEEN C. GUBANICH, Human Resources. Ralph K. Packard, Finance. IAN A. MACKINNON, Fixed Income Group. George U. Sauter, Quantitative Equity Group. - -------------------------------------------------------------------------------- JOHN C. BOGLE, Founder; Chairman and Chief Executive Officer, 1974-1996. [Vanguard Ship Logo] Post Office Box 2600 Valley Forge, PA 19482-2600 Vanguard, The Vanguard Group, Vanguard.com, Consolidated View, PlainTalk, Vanguard IRA, Wellington, and the ship logo are trademarks of The Vanguard Group, Inc. All other marks are the exclusive property of their respective owners. ABOUT OUR COVER The photographs of the sails and ship that appear on the cover of this report are copyrighted by Michael Kahn. FOR MORE INFORMATION This report is intended for the fund's shareholders. It may not be distributed to prospective investors unless it is preceded or accompanied by the current fund prospectus. To receive a free copy of the prospectus or the Statement of Additional Information, or to request additional information about the fund or other Vanguard funds, please contact us at one of the adjacent telephone numbers or by e-mail through Vanguard.com(R). Prospectuses may also be viewed online. All comparative mutual fund data are from Lipper Inc. or Morningstar, Inc., unless otherwise noted. WORLD WIDE WEB www.vanguard.com FUND INFORMATION 1-800-662-7447 DIRECT INVESTOR ACCOUNT SERVICES 1-800-662-2739 INSTITUTIONAL INVESTOR SERVICES 1-800-523-1036 TEXT TELEPHONE 1-800-952-3335 (C) 2003 The Vanguard Group, Inc. All rights reserved. Vanguard Marketing Corporation, Distributor. Q9342 062003 Item 2: Code(s) of Ethics for senior financial officers - Item not applicable to semi-annual report. Item 3: Audit Committee Financial Expert - Item not applicable to semi-annual report. Item 4: Principal Accountant Fees and Services - Item not applicable to semi-annual report. Item 5: Not Applicable. Item 6: Reserved. Item 7: Not applicable. Item 8: Reserved. Item 9: Controls and Procedures. (a) Disclosure Controls and Procedures. The Principal Executive and Financial Officers concluded that the Registrant's Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing date of this report. (b) Internal Controls. There were no significant changes in Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 10: Exhibits attached hereto. Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VANGUARD WHITEHALL FUNDS BY:_____________(signature)________________ (HEIDI STAM) JOHN J. BRENNAN* CHIEF EXECUTIVE OFFICER Date: June 16, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. VANGUARD WHITEHALL FUNDS BY:_____________(signature)________________ (HEIDI STAM) JOHN J. BRENNAN* CHIEF EXECUTIVE OFFICER Date: June 16, 2003 VANGUARD WHITEHALL FUNDS BY:_____________(signature)________________ (HEIDI STAM) THOMAS J. HIGGINS* TREASURER Date: June 16, 2003 *By Power of Attorney. See File Number 2-57689, filed on December 26, 2002. Incorporated by Reference.