<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 20
File No.2-65955
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21
VANGUARD/TRUSTEES' EQUITY FUND
(Exact Name of Registrant as Specified in Charter)
Vanguard Financial Center, P.O. Box 1100, Valley Forge, PA 19482
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code (610) 669-6000
Raymond J. Klapinsky, Secretary
Vanguard Financial Center, P.O. Box 1100
Valley Forge, PA 19482
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: December 31, 1996
It is proposed that this filing will become effective:
__X__On December 31, 1996 pursuant to paragraph (b) of Rule 485.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF
1933
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Aggregate Amount
Title of Securities Amount Being Offering Price Offering of Registration
Being Registered Registered Per Unit Prices Fee
- --------------------------------------------------------------------------------------------------------------------------
Shares of Beneficial Interest,
no par value
<S> <C> <C> <C> <C>
Vanguard/Trustees'
Equity Fund-
U.S. Portfolio 171,050 $37.25(1) $6,371,612 $100(2)
International Portfolio 897,213 $27.22(1) $24,422,137 $100(2)
========= ========= =========== =======
Totals 1,068,263 $30,793,749 $200
</TABLE>
- --------------
(1) Net asset value on December 23, 1996 adjusted to the nearest cent.
(2) (a) The calculation of the maximum offering price and registration
fee is made pursuant to Rule 24e-2.
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(b) Total number of shares of Vanguard/Trustees' Equity Fund
(the "Fund") redeemed or repurchased during the previous fiscal
year was 968,250 for the U.S. Portfolio and 10,408,927 for the
International Portfolio.
c) During the current fiscal year 806,059 shares of the U.S. Portfolio
and 9,523,838 shares of the International Portfolio were used for
reduction pursuant to paragraph (c) of Rule 24f-2. No redeemed or
repurchased securities were used for reduction pursuant to
Rule 24e-2 in previous filings of Post-Effective Amendments
during the current fiscal year.
(d) The amount of redeemed or repurchased securities being used
for such reduction in the amount being filed is 162,191 for
the U.S. Portfolio and 885,089 for the International Portfolio,
leaving 8,859 shares of the U.S. Portfolio and 12,124 shares of
the International Portfolio for purposes of calculating the
registration fee.
FACING PAGE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
21st Post-Effective Amendment
Securities of Open-End Management Investment Companies
A. Exact name of Company as specified in Charter:
VANGUARD/TRUSTEES' EQUITY FUND
B. Complete address of Company's principal executive offices:
100 Vanguard Boulevard
P.O. Box 1100
Valley Forge, Pennsylvania 19482
C. Name and complete address of agent for service:
Raymond J. Klapinsky, Secretary
Vanguard Financial Center
P.O. Box 1100
Valley Forge, PA 19482
D. Title and amount of securities being registered under this 21st
Post-Effective Amendment:
1,068,263 shares of beneficial interest of
Vanguard/Trustees' Equity Fund, no par value.
E. Proposed aggregate maximum offering price to the public of the
securities being registered calculated pursuant to Rule 475 (c):
$30,793,749
F. Amount of filing fee.
$200(1)
G. Approximate date of proposed public offering:
It is requested that this filing become effective on December 31, 1996
pursuant to paragraph (b) of Rule 485.
<PAGE> 3
(1) (a) The calculation of the maximum offering price and registration
fee is made pursuant to Rule 24e-2.
(b) Total number of shares of Vanguard/Trustees' Equity Fund (the
"Fund") redeemed or repurchased during the previous fiscal
year was 968,250 for the U.S. Portfolio and 10,408,927 for the
International Portfolio.
(c) During the current fiscal year 806,059 shares of the U.S.
Portfolio and 9,523,838 shares of the International Portfolio
were used for reduction pursuant to paragraph (c) of Rule 24f-2.
No redeemed or repurchased securities were used for reduction
pursuant to Rule 24e-2 in previous filings of Post-Effective
Amendments during the current fiscal year.
(d) The amount of redeemed or repurchased securities being used
for such reduction in the amount being filed is 162,191 shares
for the U.S. Portfolio and 885,089 shares for the International
Portfolio, leaving 8,859 shares of the U.S. Portfolio and
12,124 shares of the International Portfolio for purposes of
calculating the registration fee.
PARTS A-C
Incorporated by reference to the Prospectus, Statement of Additional
Information and Part C contained in Post-Effective Amendment No. 19 to
registrant's Registration Statement on Form N-1A, filed on April 29, 1996, all
of which remain unchanged.
Pursuant to the requirement of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that is meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 485 (b) under
the Securities Act of 1933 and has duly caused this Post-Effective Amendment to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Valley Forge and the Commonwealth of
Pennsylvania, on this 31st day of December, 1996.
VANGUARD/TRUSTEES' EQUITY FUND
By: (Raymond J. Klapinsky)
John C. Bogle*, Chairman
December 31, 1996
By: (Raymond J. Klapinsky)
John J. Brennan, President, Director and Chief Executive Officer
December 31, 1996
By: (Raymond J. Klapinsky)
Barbara B. Hauptfuhrer, Director
December 31, 1996
By: (Raymond J. Klapinsky)
Bruce K. MacLaury, Director
December 31, 1996
By: (Raymond J. Klapinsky)
Burton G. Malkiel, Director
December 31, 1996
By: (Raymond J. Klapinsky)
John C. Sawhill, Director
December 31, 1996
<PAGE> 4
By: (Raymond J. Klapinsky)
John C. Sawhill, Director
December 31, 1996
By: (Raymond J. Klapinsky)
James O. Welch, Director
December 31, 1996
By: (Raymond J. Klapinsky)
J. Lawrence Wilson, Director
December 31, 1996
By: (Raymond J. Klapinsky)
Richard F. Hyland*, Treasurer and Principal Financial Officer and Accounting
Officer
December 31, 1996
*By Power of Attorney. See File Number 2-14336. January 23, 1990.
Incorporated by Reference.
<PAGE> 1
December 31, 1996
Vanguard/Trustees' Equity Fund
P.O. Box 1100
Valley Forge, PA 19482
Gentlemen:
As a member of the Pennsylvania bar acting as Counsel to Vanguard/
Trustees' Equity Fund (the "Fund"), I have examined the Fund's Declaration of
Trust and other relevant documents and corporate records as well as procedures
and requirements relative to the issuance and sale of the Fund's shares of
beneficial interest, with no par value. This examination disclosed that there
were approximately 4,253,047 shares of the U.S. Portfolio and 33,905,915 shares
of the International Portfolio issued and outstanding as of December 23, 1996.
Based on the foregoing, it is my opinion that:
1. The Fund is a valid and subsisting Pennsylvania business trust,
authorized to issue unlimited shares of beneficial interest, with no par
value per share.
2. Upon the effectiveness of Post-Effective Amendment No. 20 to its
Registration Statement on Form N-1A under the Act covering 171,050 shares of
the U.S. Portfolio and 897,213 shares of the International Portfolio, the Fund
will, in jurisdictions where the Fund's shares are qualified for sale, be
authorized to make a public offering of such shares at prices calculated in the
manner disclosed in the Fund's then current Prospectus, which shares, when so
issued, will be lawfully issued, fully paid, and non-assessable.
3. No material events requiring disclosure in the Fund's Prospectus,
other than those listed in paragraph (b)(1) of Rule 485 under the Act, have
occurred since the effective date of the Fund's most recent Post-Effective
Amendment, and Post-Effective Amendment No. 20 to the Fund's Registration
Statement can be properly filed under paragraph (b) of Rule 485.
I consent to the inclusion of this opinion as an Exhibit to such
Post-Effective Amendment No. 20 to the Fund's Registration Statement and to the
applications and registration statements filed in accordance with the securities
laws of the several jurisdictions in which the Fund's shares are to be offered
and I further consent to a reference in the Fund's Prospectus concerning the
substance of this opinion.
Very truly yours,
By: Raymond J. Klapinsky, Counsel
