October 19, 1994
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard Municipal Bond Fund, Inc.
File No. 2-57689
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Vanguard Municipal Bond Fund, Inc. (the "Fund"), hereby files its Rule
24f-2 Notice for the fiscal year ended August 31, 1994. A wire
transfer in the amount of $191,363.48 in payment of the registration
fee due for the Fund's Rule 24f-2 filing has been sent to the lockbox
at Mellon Bank in Pittsburgh for deposit to the Securities and
Exchange Commission's account number 910-8739.
1. At the beginning of the fiscal year, the Fund did not have any
securities registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2.
2. During the fiscal year the Fund did not register any securities
under the Securities Act of 1933 other than pursuant to Rule 24f-2.
3. The number and the aggregate sales price of each of the Fund's
Portfolios sold during the fiscal year was as follows: (See footnote
attached as Exhibit A hereto:)
Name of Portfolio
Shares of Common Stock
($.001 Par Value) Number of Shares Aggregate Sales Price
Short-Term Portfolio 77,761,683 $1,209,859,695
Intermediate Term Portfolio 138,187,275 1,772,475,479
Insured Long Term Portfolio 28,100,618 349,710,512
High Yield Portfolio 50,641,099 545,396,439
Long Term Portfolio 23,106,556 252,778,396
Money Market Portfolio 5,931,535,104 5,931,535,091
Limited Term Portfolio 103,446,557 1,108,927,827
------------- --------------
Total 6,347,778,879 $11,170,682,899
4. The number and aggregate sales price of shares of each of the
Fund's Portfolios sold during the fiscal year in reliance upon
registration pursuant to Rule 24f-2 is as follows (See footnote
attached as Exhibit A hereto:)
Name of Portfolio
Shares of Common Stock
($.001 Par Value) Number of Shares Aggregate Sales Price
Short-Term Portfolio 77,761,683 $1,209,859,695
Intermediate Term Portfolio 138,187,275 1,772,475,479
Insured Long Term Portfolio 28,100,618 349,710,512
High Yield Portfolio 50,641,099 545,396,439
Long Term Portfolio 23,106,556 252,778,396
Money Market Portfolio 5,931,535,104 5,931,535,091
Limited Term Portfolio 103,446,557 1,108,927,827
------------- -------------
Total 6,347,778,879 $11,170,682,899
Enclosed is an opinion (Exhibit B) indicating that the securities sold
in reliance upon Rule 24f-2 were legally issued, fully paid and non-
assessable.
Very truly yours,
VANGUARD MUNICIPAL BOND FUND, INC.
BY: Raymond J. Klapinsky
Secretary
"EXHIBIT A"
FOOTNOTE TO RULE 24F2 NOTICE OF
VANGUARD MUNICIPAL BOND FUND, INC.
The calculation of the registration fee pursuant to subsection (c) of
Rule 24f-2 is set forth below. The Fund did not apply any redemptions
or repurchases which took place during the fiscal year to the
registration of any securities pursuant to Section 24(e) of the
Investment Company Act.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Price of Aggregate Sales Fee Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance or Repurchased fee will be based Section 6(b)
upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
Vanguard Municipal
Bond Fund, Inc.
Shares of Common
Stock ($.001 Par
Value)
Short-Term Portfolio $1,209,859,695 1,005,048,157 - - - -
Intermediate Term Portoflio 1,772,475,479 1,695,992,872 - - - -
Insured Long Term Portfolio 349,710,512 551,407,333 - - - -
High Yield Portfolio 545,396,439 663,904,790 - - - -
Long Term Portfolio 252,778,396 362,233,384 - - - -
Money Market Portfolio 5,931,535,091 5,395,128,080 - - - -
Limited Term Portfolio 1,108,927,287 942,0189,089 -- - -
--------------- --------------- ------------ -----------
Total $11,170,682,899 $10,615,732,705 $554,950,194 $191,363.48
</TABLE>
"EXHIBIT B"
October 19, 1994
Vanguard Municipal Bond Fund, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
Vanguard Municipal Bond Fund, Inc. (the "Fund") was originally
organized as a Maryland corporation on October 15, 1976. On
January 3, 1984, the Fund was reorganized into a Pennsylvania
business trust. The Fund was reorganized again into a Maryland
corporation on December 31, 1988. 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 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) Declaration of Trust dated July 20, 1983, 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 meeting of shareholders and
Directors (Trustees); (5) Notification of Registration on Form
N-8A under the 1940 Act; (6) Registration on Form N-1A 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.
The Fund is authorized to issue 7,250,000,000 shares of its
common stock with a $.001 par value. The Board of Directors of
the Fund has the power to designate one or more classes
("Portfolio") of shares of common stock and to classify or
reclassify any unissued shares with respect to such Portfolios.
During the fiscal year ended August 31, 1994, (the end of the
Fund's fiscal year), the Fund has issued and outstanding
approximately 100,925,139 shares of the Short Term Portfolio,
approximately 389,308,619 shares of the Intermediate Term
Portfolio, approximately 161,782,273 shares of the Insured Long
Term Portfolio, approximately 171,434,801 shares of the
High Yield Portfolio, approximately 94,595,484 shares of the Long
Term Portfolio, approximately 4,164,154,003 shares of the Money
Market Portfolio, and approximately 171,585,574 shares of the
Limited Term Portfolio.
My examination also disclosed the following information:
1. On September 1, 1993, (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.
2. During the fiscal year ended August 31, 1994, the Fund did
not register any securities under the 1933 Act other than
pursuant to Rule 24f-2.
3. During the fiscal year ended August 31, 1994, the Fund sold
a combined total of 6,347,778,879 shares of its seven Portfolios,
having a total aggregate sales price of $11,170,682,899 in
reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.
4. During the fiscal year ended August 31, 1994, the Fund's
Portfolios redeemed a combined total of 5,815,703,464 shares,
having a total aggregate redemption price of $10,615,732,705.
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 250,000,000 shares of its common
stock, with a $.001 par value. The Board of Directors has the
power to designate one or more classes ("Portfolio") 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
6,347,778,879 shares of common stock sold by the Fund during the
fiscal year ended August 31, 1994, 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; and
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 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
