January 25, 1994
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard Money
Market Reserves, Inc.
File No. 2-52698
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Money Market Reserves, Inc. (the "Fund"), hereby files its Rule 24f-2
Notice for the fiscal year ended November 30, 1993. There is no fee
payable for this filing since the aggregate price of the Fund's shares
redeemed during the year exceeded the aggregate price of the Fund's shares
sold during the year.
l. At the beginning of the fiscal year, the Fund did not have any
securities registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2, but which remained unsold.
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 608,406,692 $608,406,692
Federal None None
U.S. Treasury None None
2. During the fiscal, the Fund registered the following securities under
the Securities Act of 1933 other than pursuant to Rule 24f-2:
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 1,262,926,552 $1,262,926,552
Federal Portfolio None None
U.S. Treasury Portfolio None None
Total 1,262,926,552 $1,262,926,552
3. The number and the aggregate sales price of shares of each of the
Fund's Portfolios sold during the fiscal year was as follows (See footnote
attached as Exhibit A hereto):
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 15,699,817,314 $15,699,817,314
Federal Portfolio 1,757,466,098 1,757,466,098
U.S. Treasury Portfolio 1,798,554,710 1,798,554,710
Total 19,255,838,122 $19,255,838,122
4. The number and aggregate sales price of shares of each Portfolio sold
during the fiscal year in reliace upon registration pursuant to Rule 24f-2
is as follows:
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 15,699,817,314 $15,699,817,314
Federal Portfolio 1,757,466,098 1,757,466,098
U.S. Treasury Portfolio 1,798,554,710 1,798,554,710
Total 19,255,838,122 $19,255,838,122
Enclosed is an opinion of counsel (Exhibit B) indicating that the
securities sold in reliance upon Rule 24f-2 were legally issue, fully paid
and non-assessable.
Very truly yours,
VANGUARD MONEY MARKET RESERVES, INC.
BY: Raymond J. Klapinsky
Secretary
EXHIBIT "A"
FOOTNOTE TO RULE 24F-2 NOTICE
VANGUARD MONEY MARKET RESERVES, INC.
The calculation of the registration fee pursuant to subsection (c) of Rule
24f-2 is set forth below. The Fund did not apply any redemptions or
repurchases which took place during the fiscal year to the registration of
any securities pursuant to Section 24(e) of the Investment Company Act.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Price of Aggregate Sales Fee Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance on Repurchased fee will be based Section 6(b)
upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
Name of Fund
Shares of Beneficial
Interest ($.001 Par Value)
Prime Portfolio $15,699,817,314 $16,325,636,314 -- --
Federal Portfolio 1,757,466,098 1,890,653,585 -- --
U.S. Treasury Portfolio 1,798,554,710 2,418,567,241 -- --
Total $19,255,838,122 $20,634,857,140 Negative Number -0-
</TABLE>
EXHIBIT "B"
January 25, 1994
Vanguard Money Market Reserves, Inc.
1300 Morris Drive
Valley Forge, PA 19482
Gentlemen:
Vanguard Money Market Reserves, Inc. (the "Fund") was originally organized
as a Pennsylvania business trust on December 18, 1974. On December 31,
1985, the Fund was reorganized into a Maryland corporation. I have acted
as Counsel to the Fund since its initial registration as an open-end
management investment company under the Investment Company Act of 1940
("1940 Act"), as amended. It is in my capacity as Counsel to the Fund that
I am furnishing you with this opinion.
I have examined the Fund's: (1) Articles of Incorporation, as amended and
restated, governing its present status as a Maryland corporation; (2) its
Declaration of Trust dated December 18, 1974 and amendments thereto which
were in effect during the time the Fund was organized as a Pennsylvania
business trust; (3) its by-laws currently in effect and its by-laws in
effect while organized as a business trust; (4) minutes of the meetings of
shareholders' and Directors (Trustees); (5) Notification of Registration on
Form N-8A under the 1940 Act; (6) Registration on Form N-lA under the
Securities Act of 1933 ("1933 Act") and 1940 Act and all amendments
thereto; and (7) all other relevant documents and records, as well as the
procedures and requirements relative to the issuance and sale of the Fund's
shares.
My examination also disclosed the following information:
1. The Fund is authorized to issue 35,000,000,000 shares of its common
stock with a $.001 par value. The Board of Directors has the power to
designate one or more classes ("Portfolios") of shares of common stock and
classify or reclassify any unissued shares with respect to such Portfolios.
Currently, the Fund is offering shares of three Portfolio. On November 30,
1993, (the end of the Fund's fiscal year), the Fund has issued and
outstanding 12,366,952,957 shares of its Prime Portfolio, 1,906,900,661
shares of its Federal Portfolio, and 1,751,011,442 shares of the U.S.
Treasury Portfolio.
2. On December 1, 1992, (the beginning of the Fund's last fiscal year),
the Fund had the following shares registered:
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 608,406,692 $608,406,692
Federal Portfolio None None
U.S. Treasury Portfolio None None
Total 608,406,692 $608,406,692
3. During the fiscal year ended November 30, 1993, the Fund registered
the following shares under the 1933 Act other than pursuant to Rule 24f-2:
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 1,262,926,552 $1,262,926,552
Federal Portfolio None None
U.S. Treasury Portfolio None None
Total 1,262,926,552 $1,262,926,552
4. During the fiscal year ended November 30, 1993, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act:
Aggregate Offering
Price of Shares on
which Registration
Name of Portfolio Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value)
Prime Portfolio 15,699,817,314 $15,699,817,314
Federal Portfolio 1,757,466,098 1,757,466,098
U.S. Treasury Portfolio 1,798,554,710 1,798,554,710
Total 19,255,838,122 $19,255,838,122
You have instructed me to file, on behalf of the Fund, a Notice pursuant to
Rule 24f-2 of the 1940 Act, for the purpose of registering, under the 1933
Act, the shares set forth above which were sold by the Fund during the
fiscal year in reliance upon Rule 24f-2 of the 1940 Act.
Based on the foregoing information and my examination, it is my opinion
that:
1. The Fund is a valid and existing corporation of the State of Maryland
legally authorized to issue 35,000,000,000 shares of its common stock, with
a $.001 par value. The Board of Directors has the power to designate one
or more classes ("Portfolios") of shares of common stock and to classify
and reclassify any unissued shares with respect to such Portfolios.
2. The proposed registration of the combined total of 19,255,838,122
shares in reliance upon Rule 24f-2 of the 1940 Act is proper and such
shares, which were issued for a consideration deemed by the Board of
Directors to be consistent with the Fund's Articles of Incorporation, are
legally authorized and issued, fully paid and non-assessable.
3. During the fiscal year ended November 30, 1993, the holders of the
Fund's shares had all the rights provided with respect to such holdings by
the Articles of Incorporation and the laws of the State of Maryland.
I hereby consent to the use of this opinion as an Exhibit to the Rule 24f-2
Notice filed on behalf of the Fund, covering the registration of such
shares under the 1933 Act, and to the applications and registration
statements, and amendments thereto, filed in accordance with the securities
laws of the states in which shares of the Fund are offered. I further
consent to reference in the Prospectus of the Fund to the fact that this
opinion concerning the legality of the issue has been rendered by me.
Very truly yours,
BY: Raymond J. Klapinsky
Counsel
