January 25, 1994
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard New Jersey Tax-Free Fund
File No. 33-17351
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard New
Jersey Tax-Free Fund (the "Fund") hereby files its Rule 24f-2 Notice for the
fiscal year ended November 30, 1993. A wire transfer in the amount of
$65,372.02, in payment of the registration fee, has been sent to the lockbox
at Mellon Bank in Pittsburgh for deposit to the Securities & 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 had 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 None None
Insured Long-Term Portfolio None None
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 681,172,454 $681,172,454
Insured Long-Term Portfolio 24,357,852 282,795,542
-------- --------
Total 705,530,306 $963,967,996
4. 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 681,172,454 $681,172,454
Insured Long-Term Portfolio 24,357,852 282,795,542
-------- --------
Total 705,530,306 $963,967,996
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 NEW JERSEY 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 or
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>
Shares of Beneficial
Interest (No Par Value)
Money Market Portfolio $681,172,454 $598,909,975 -- --
Insured Long-Term Portfolio 282,795,542 175,480,483 -- --
----------- ----------- ----------- ---------
Totals $963,967,996 $774,390,458 $189,577,538 $65,372.02
</TABLE>
EXHIBIT B
January 25, 1994
Vanguard New Jersey Tax-Free Fund
1300 Morris Drive
Valley Forge, PA 19482
Gentlemen:
Vanguard New Jersey Tax-Free Fund is a business trust established under
Pennsylvania law under a Declaration of Trust dated September 25, 1987. I have
acted as 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 thereof;
(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 an unlimited number of shares, without
any par value, from one or more series ("Portfolios") of shares. Currently the
Fund is offering shares of two Portfolios. On November 30, 1993, (the end of
the Fund's fiscal year), the Fund had issued and outstanding 723,795,880
shares of the Money Market Portfolio and 63,546,953 shares of the Insured
Long-Term Portfolio.
My examination also disclosed the following information:
1. On December 1, 1992 (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, 1993, the Fund did not register
any shares under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended November 30, 1993, 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 681,172,454 $681,172,454
Insured Long-Term Portfolio 24,357,852 282,795,542
-------- --------
Total 705,530,306 $963,967,996
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 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 series ("Portfolios") of shares;
2. The proposed registration of the combined total of 705,530,306 shares of
the Fund in reliance upon 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; 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 the applications and registration statements, and
amendments thereto, filed in accordance with the securities laws of the states
to 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
