January 30, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard
Pennsylvania Tax-Free Fund
File No. 33-2907
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Pennsylvania Tax-Free Fund (the "Fund") hereby files its Rule 24f-2 Notice
for the fiscal year ended November 30, 1994. A wire transfer in the amount
of $19,062.55, in payment of the registration fee, 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 had the following
securities registered under the Securities Act of 1933 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)
Money Market Portfolio None None
Insured Long-Term Portfolio None None
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)
Money Market Portfolio 1,261,705,726 $1,261,705,726
Insured Long-Term Portfolio 30,536,968 334,926,721
Total 1,292,242,694 $1,596,632,447
3. The number and the aggregate sales price 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)
Money Market Portfolio 1,261,705,726 $1,261,705,726
Insured Long-Term Portfolio 30,536,968 334,926,721
Total 1,292,242,694 $1,596,632,447
The number and aggregate sales price of shares of the Fund sold during
the fiscal year in reliance pursuant to Rule 24f-2 was as follows:
Name of Securities Number of Shares Aggregate Sales
Price
Shares of Beneficial
Interest (No Par Value)
Money Market Portfolio 1,261,705,726 $1,261,705,726
Insured Long-Term Portfolio 30,536,968 334,926,721
Total 1,292,242,694 $1,596,632,447
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,
BY: Raymond J. Klapinsky
Secretary
EXHIBIT A
FOOTNOTE TO RULE 24F-2 NOTICE OF
VANGUARD PENNSYLVANIA TAX-FREE FUND
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 on
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 Pennsylvania
Tax-Free Fund
Money Market Portfolio $1,261,705,726 $1,116,370,171 -- --
Insured Long-Term Portfolio 334,926,721 424,981,264 -- --
$1,596,632,447 $1,541,351,435 $55,281,012 $19,062.55
</TABLE>
EXHIBIT B
January 30, 1995
Vanguard Pennsylvania Tax-Free Fund
1300 Morris Drive
Valley Forge, PA 19482
Gentlemen:
Vanguard Pennsylvania Tax-Free Fund (the "Fund") is a business trust
established under Pennsylvania law under a Declaration of Trust dated
January 15, 1986. I have acted as Counsel to the Fund since its initial
registration as an open-end management 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 meeting 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; (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 an unlimited number of
shares, without par value, from one or more series ("Portfolios") of
shares. Currently the Fund is offering shares of two Portfolios. On
November 30, 1994, (the end of the Fund's fiscal year, the Fund had
1,105,020,712 shares of its Money Market Portfolio and 129,005,932 shares
of its Insured Long-Term Portfolio issued and outstanding.
My examination also disclosed the following information:
1. On December 1, 1993 (the beginning of the Fund's last fiscal year),
the Fund had no shares 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 November 30, 1994, the Fund registered
the following shares under the 1933 Act 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)
Money Market Portfolio None None
Insured Long-Term Portfolio None None
3. During the fiscal year ended November 30, 1994, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Beneficial
Interest (No Par Value)
Money Market Portfolio 1,261,705,726 $1,261,705,726
Insured Long-Term Portfolio 30,536,968 334,926,721
Total 1,292,242,694 $1,596,632,447
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 combined total of 1,292,242,694 shares 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 validly organized and subsisting trust of the
Commonwealth of Pennsylvania authorized to issue an unlimited number of
shares, without par value, from one or more separate portfolios of shares;
2. The proposed registration of the combined total of 1,292,242,694
shares of the Fund in reliance upon Rule 24f-2 of the 1940 Act is proper;
3. Such shares, which were issued for consideration deemed by the
Trustees to be consistent with the Declaration of Trust, are legally
authorized and issued, fully paid, and non-assessable; and
4. The holders of such shares have all the rights provided with respect
to such holdings by the Declaration of Trust, as amended, 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 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 state 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
