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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and Address of Issuer:
VANGUARD MONEY MARKET RESERVES, INC.
THE VANGUARD GROUP, INC.
c/o Vanguard Financial Center
P. O. Box 2600
Valley Forge, Pennsylvania 19482-2600
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2. Name of each series or class of funds for which this notice is filed:
VANGUARD MONEY MARKET RESERVES, INC.
Prime Portfolio - Individual Sub-Class
Prime Portfolio - Institutional Sub-Class
Federal Portfolio
U.S. Treasury Portfolio
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3. Investment Company Act of 1940 File No.: 811-2554
Securities Act of 1933 File No.: 2-52698
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4. Last day of fiscal year for which this notice is filed:
11/30/96
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration.
N/A [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class of series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
32,485,480,675 Shares
$32,845,480,675. Aggregate Sales Price
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
32,845,480,675 Shares
$32,845,480,675. Aggregate Sales Price
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
N/A
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12. Calculation of registration fee:
<TABLE>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in $ 32,845,480,675.
reliance on rule 24f-2 (from Item 10): -------------------------
(ii) Aggregate price of shares issued in connection with dividend + N/A
reinvestment plans (from Item 11, if applicable): -------------------------
(iii) Aggregate price of shares redeemed or repurchased during the - 28,420,702,305.
fiscal year (if applicable): -------------------------
(iv) Aggregate price of shares redeemed or repurchased and previously + N/A
applied as a reduction to filing fees pursuant to rule 24e-2 (if -------------------------
applicable):
(v) Net aggregate price of securities sold and issued during the fiscal 4,424,678,370.
year in reliance on rule 24f-2 (line (i), plus line (ii), less line (iii), -------------------------
plus line (iv) (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 x 1/33 of 1%
or other applicable law or regulation (see Instruction C.6): -------------------------
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $ 1,340,811.63
==========================
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/
----------------------------------------------------
Raymond J. Klapinsky, Senior Vice President and
Secretary
Date:
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*Please print the name and title of the signing
officer below the signature.
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January 30, 1997 EXHIBIT "B"
VANGUARD MONEY MARKET RESERVES, INC.
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD MONEY MARKET RESERVES, INC. (the "Fund"), in
connection with its 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 this opinion.
I have examined the Fund's: (1) Articles of Incorporation, and amendments
thereto; (2) Minutes of the meetings of shareholders and Directors; (3)
Notification of Registration on Form N-8A under the 1940 Act; (4)
Registration on Form N-1A under the Securities Act of 1933 ("1933 Act") and
1940 Act, and all amendments thereto; and (5) 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 42,000,000,000 shares of its common
stock of the par value of $0.001 per share. 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.
During the fiscal year ended November 30, 1996, the Fund offered shares of its
Prime Portfolio (including the Prime Portfolio - Individual Sub-Class and the
Prime Portfolio - Institutional Sub-Class), the Federal Portfolio, and the U.S.
Treasury Portfolio.
2. On November 30, 1996, each of the above named Portfolios had the
following shares issued and outstanding:
Portfolio Outstanding Shares
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Prime Portfolio - Individual 22,217,807,021
Sub-Class
Prime Portfolio - Institutional 910,249,634
Sub-Class
Federal Portfolio 3,100,543,260
U.S. Treasury Portfolio 2,916,630,072
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3. On November 19, 1996, shareholders of the U.S. Treasury Portfolio
voted to approve its reorganization in the Treasury Money Market Portfolio of
Vanguard Treasury Fund, a newly created business trust. This reorganization
was consummated on December 2, 1996. Accordingly, for the fiscal year ending
November 30, 1997, the Rule 24f-2 filing for the U.S. Treasury Money Market
Portfolio will be included with the filing of the Vanguard Treasury Fund.
4. On December 1, 1995 (the beginning of the Fund's fiscal year), the
Fund did not have any securities registered under the 1933 Act other than
pursuant to Rule 24f-2 of the 1940 Act.
5. During the fiscal year ended November 30, 1996, the Fund did not
register any securities under the 1933 Act other than pursuant to Rule 24f-2.
6. During the fiscal year ended November 30, 1996, the Fund sold a
combined total of approximately 32,485,480,675 shares from the Prime Portfolio
- - Individual Sub-Class, the Prime Portfolio - Institutional Sub-Class, the
Federal Portfolio, and the U.S. Treasury Portfolio with an aggregate sales
price of $32,485,480,675. in reliance upon registration pursuant to Rule 24f-2
of the 1940 Act.
7. During the fiscal year ended November 30, 1996, the Fund redeemed a
combined total of 28,420,702,305 shares from such Portfolios, with a total
aggregate redemption price of $28,420,702,305.
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.
Based upon the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and subsisting corporation of the State of
Maryland, authorized to issue 42,000,000,000 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 32,845,480,675
shares of (the Fund's) common stock sold by the Fund during the fiscal year
ended November 30, 1996, pursuant to Rule 24f-2 of the 1940 Act is proper, and
that such shares, which were issued for a consideration deemed by the Board of
Directors to be consistent with the Fund's Articles of Incorporation, were
lawfully issued, fully paid, and non-assessable;
3. The holders of such shares have 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 to be filed on behalf of the Fund, covering the registration of such
shares under the 1933 Act, and to the
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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,
THE VANGUARD GROUP, INC.
By: Raymond J. Klapinsky
Counsel
RJK/kjg/cjk
