<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
- -------------------------------------------------------------------------------
1. Name and Address of Issuer:
VANGUARD INDEX TRUST
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 INDEX TRUST
Small Capitalization Stock Portfolio Total Stock Market Portfolio
Growth Portfolio Extended Market Portfolio
Value Portfolio 500 Portfolio
- -------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-2652
Securities Act of 1933 File No.: 2-56846
- -------------------------------------------------------------------------------
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:
None
- -------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
- -------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
465,886,012. Shares
$17,547,589,635. Aggregate Sales
- -------------------------------------------------------------------------------
<PAGE> 2
- -------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
465,886,012. Shares
$17,547,589,635. Aggregate Sales
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
12. Calculation of registration fee:
<TABLE>
<S> <C>
(i) Aggregate sale price of securities sold during the fiscal year in $ 17,547,589,635.
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 - 5,531,129,168.
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 12,016,460,467.
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)] $ 3,641,351.66
=================================
</TABLE>
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 18, 1997
-------------------
*Please print the name and title of the signing officer below the signature.
<PAGE> 3
February 18, 1997 EXHIBIT "B"
VANGUARD INDEX TRUST
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD INDEX TRUST (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 authorized to issue an unlimited amount of shares without par value
from six classes ("Portfolios") of shares: 84,694,988 shares of the Small
Capitalization Stock Portfolio, 80,118,814 shares of the Extended Market
Portfolio, 438,518,428 shares of the 500 Portfolio, 46,551,584 shares of the
Growth Portfolio, 198,663,136 shares of the Total Stock Market Portfolio, and
59,665,839 shares of the Value Portfolio.
My examination also disclosed the following information:
1. On January 1, 1996 (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 December 31, 1996, the Fund did not
register any securities 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 approximately 465,886,012 shares of its six portfolios having
an aggregate sales price of $17,547,589,635. 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
132,102,550 shares, having a total aggregate redemption price of
$5,531,129,168.
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.
<PAGE> 4
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, without par
value from one or more series ("Portfolios") of shares;
2. The proposed registration of the combined total of 465,886,012 shares
of (the Fund's) common stock sold by the Fund during the fiscal year ended
December 31, 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
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,
VANGUARD INDEX TRUST
Raymond J. Klapinsky
Counsel
RJK/kjg/cjk
