<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2 NT
1. Name and Address of Issuer:
VANGUARD/TRUSTEES' EQUITY FUND
Vanguard Financial Center
P.O. Box 2600
Valley Forge, Pennsylvania 19482-2600
2. Name of each series or class of funds for which this notice is filed:
VANGUARD/TRUSTEES' EQUITY FUND
International Portfolio
U.S. Portfolio
3. Investment Company Act of 1940 File No.: 811-2968
Securities Act of 1933 File No.: 2-65955
4. Last day of fiscal year for which this notice is filed:
12/31/96
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 [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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:
Number of Shares Aggregate Sale Price
7,952,460 $243,268,953.
8. Number and amount of series registered during the fiscal year other
than pursuant to rule 24f-2:
Number of Shares Aggregate Sale Price
1,068,263 $30,793,749.
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares Aggregate Sale Price
12,895,560 $389,792,922.
<PAGE> 2
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
11,559,082 Shares
$348,362,125. Aggregate Sales Price
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):
None
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $348,362,125.
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable): + N/A
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - N/A
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 348,362,125.
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): -0-
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6): x 1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ -0-
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.
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:
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
--------------------------------------------------
Raymond J. Klapinsky, Senior Vice President
and Secretary
Date: February 26, 1997
* Please print the name and title of the signing officer below the signature.
<PAGE> 3
February 26, 1997 EXHIBIT "B"
VANGUARD/TRUSTEES' EQUITY FUND
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD/TRUSTEES' EQUITY FUND (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) 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.
The Fund is a valid and subsisting Pennsylvania business trust authorized to
issue an unlimited number of shares of beneficial interest without par value
per share from one or more classes ("Portfolios") of shares. Currently, the
Fund is offering shares of two Portfolios (the U.S. Portfolio and the
International Portfolio). On December 31, 1996, the Fund had issued and
outstanding a combined total of 37,532,180 shares from its two Portfolios.
My examination also disclosed the following information:
1. On January 1, 1996 (the beginning of the Fund's fiscal year), the
Fund had a combined total of 7,952,460 shares with a value of $243,268,953,
registered under the 1933 Act other than pursuant to Rule 24f-2 of the 1940
Act.
2. During the fiscal year ended December 31, 1996, the Fund registered
7,952,460 shares, with a value of $30,793,749, under the 1933 Act other than
pursuant to Rule 24f-2.
3. During the fiscal year ended December 31, 1996, the Fund sold a
combined total of 12,895,560 shares from its two Portfolios having an
aggregate sales price of $389,792,922. in reliance upon registration pursuant
to Rule 24f-2 of the 1940 Act.
4. During the fiscal year ended December 31, 1996, the Fund redeemed
10,844,012 shares from its two Portfolios, having a total aggregate redemption
price of $348,362,125.
<PAGE> 4
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 registration pursuant to Rule 24f-2.
Based upon the foregoing information and my examination, it is my opinion that:
1. The Fund is a valid and subsisting trust of the Commonwealth of
Pennsylvania, authorized to issue an unlimited number of shares of beneficial
interest, without a par value per share, from one or more classes
("Portfolios") of shares;
2. The proposed registration of the combined total of 11,559,082 shares
of beneficial interest of the Fund during the fiscal year ended December 31,
1996, pursuant to Rule 24f-2 of the 1940 Act is proper. Such shares, which
were issued for a consideration deemed by the Trustees to be consistent with
the Fund's Declaration of Trust, 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 Declaration of Trust and the laws of the Commonwealth
of Pennsylvania.
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 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,
Raymond J. Klapinsky
Counsel
