February 15, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard/Trustees' Equity Fund
(Formerly Trustees' Commingled Fund)
File No. 2-65955
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Vanguard/Trustees' Equity Fund (the "Fund"), hereby files its Rule 24f-2
Notice for the fiscal year ended December 31, 1994. There is no
registration fee payable for this filing.
1. At the beginning of the fiscal year, the Fund had the following
securities registered under the Securities Act of 1933(the "1933 Act")
other than pursuant to Rule 24f-2, but which remained unsold:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Beneficial
Interest (No Par Value)
U.S. Portfolio 3,226,237 $100,017,492
International Portfolio 5,500,549 166,549,534
Totals 8,726,786 $266,567,026
2. During the fiscal year the Fund registered the following securities
other than pursuant to Rule 24f-2:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Beneficial
Interest (No Par Value)
U.S. Portfolio None None
International Portfolio None None
3. The number and the aggregate sales price of shares of the Fund sold
during the fiscal year was as follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Beneficial
Interest (No Par Value)
U.S. Portfolio 1,527,493 $ 27,148,620
International Portfolio 10,643,396 348,569,438
Totals 12,170,889 $395,718,058
4. The number and aggregate sales price of shares of the Fund 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 Securities Number of Shares Aggregate Sales Price
Shares of Beneficial
Interest (No Par Value)
U.S. Portfolio 1,569,705 $ 47,083,255
International Portfolio 10,051,360 325,186,730
Totals 11,621,065 $372,269,985
Enclosed is an opinion of counsel (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/TRUSTEES' EQUITY FUND
BY: (Raymond J. Klapinsky)
(Secretary)
EXHIBIT "A"
FOOTNOTE TO RULE 24f-2 NOTICE OF
VANGUARD/TRUSTEES' EQUITY FUND
The calculation of the registration fee pursuant to section (c) of
Rule 24f-2 is set forth below.
<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/Trustees' Equity Fund
Shares of Beneficial Interest
(No Par Value)
U.S. Portfolio $ 47,083,255(1) $47,083,255 -- --
International Portfolio 325,186,730(1) 325,186,730 -- --
Totals $372,269,985(1) $372,269,985 -0-(1) -0-(1)
</TABLE>
(1)For the purpose of this calculation, the Fund used 2,109
shares(valued at $65,365 from its U.S. Portfolio and 772,217 shares
(valued at $23,382,708) from its International Portfolio, which were
previously registered under the 1933 Act other than pursuant to Rule 24f-2.
Following this calculation, the Fund had remaining 3,224,128 shares (valued
at $99,952,127)from its U.S. Portfolio and 4,728,332 shares (valued at
$143,316,826) from its International Portfolio which were registered under
the 1933 Act other than pursuant to Rule 24f-2.
EXHIBIT "B"
February 15, 1995
Vanguard/Trustees' Equity Fund
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
Vanguard/Trustees' Equity Fund (the "Fund") is a business trust established
under Pennsylvania law under a Declaration of Trust dated May 16, 1984. I
have acted as legal 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) Declaration of Trust and amendments
thereto; (2) minutes of the meetings of shareholders and Trustees; (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 of beneficial interest ("shares").
Under Article V Section 5.1 of the Declaration of Trust, as amended to
date, the Fund is legally authorized to issue and unlimited number of
shares of beneficial interest, without par value, from an unlimited number
of classes ("Portfolios") of shares. Each share represents an equal
proportionate interest in the particular Portfolio of shares with each
share of that Portfolio outstanding. On December 31, 1994, (the end of the
Fund's fiscal year), the Fund had 3,876,387 shares of its U.S. Portfolio
and 33,457,585 of its International Portfolio issued and outstanding.
My examination also disclosed the following information:
1. On January 1, 1994 (the beginning of the Fund's last fiscal year), the
Fund had a combined total of 8,726,786 shares of the U.S. Portfolio and
International Portfolio, with a total value of $266,567,026, registered
under the 1933 Act other than pursuant to Rule 24f-2 of the 1940 Act, but
which remained unsold on that date.
2. During the fiscal year ended December 31, 1994, the Fund did not
register a any shares under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended December 31, 1994, the Fund sold
1,569,705 shares of its U.S. Portfolio (at an aggregate sales price of
$47,083,255) and 10,051,360 shares of its International Portfolio (at an
aggregate sales price of $325,186,730)in reliance upon registration
pursuant to Rule 24f-2 of the 1940 Act. During the same fiscal year the
Fund redeemed 1,569,705 shares of its U.S. Portfolio (at an aggregate
redemption price of $47,083,255) and 10,051,360 shares of its International
Portfolio (at an aggregate redemption price of $325,186,730).
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 upon the foregoing information and my examination, it is my opinion
that:
1. The Fund is a valid and organized and subsisting business trust of the
Commonwealth of Pennsylvania authorized to issue an unlimited number of
shares, without par value, from an unlimited number of classes
("Portfolios") of shares.
2. The proposed registration of the combined total of 11,621,065 shares
sold by the Fund during its fiscal year ended December 31, 1994, pursuant
to Rule 24f-2 of the 1940 Act is proper;
3. Such shares, which were issued for a consideration deemed by the
Trustees to be consistent with the Declaration of Trust, are legally
authorized and issued, fully paid and non-assessable.
4. The holders of such shares have all the rights provided with respect
to such holdings by the Declaration of Trust, as amended.
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 application 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 references 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)
