January 30, 1995
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, 1994. A wire transfer in the amount
of $546.35, 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 registered the following securities
under the Securities Act of 1933 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 724,988,711 $724,988,711
Insured Long-Term Portfolio 15,696,905 177,925,728
Total 740,685,616 $902,914,439
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 724,988,711 $724,988,711
Insured Long-Term Portfolio 15,696,905 177,925,728
Total 740,686,616 $902,914,439
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. 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 Fre Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance or Repurchased fee will be used 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 $724,988,711 $674,781,193 -- --
Insured Long-Term Portfolio 177,925,728 226,548,826 -- --
Totals $902,914,439 $901,330,019 $1,584,420 $546.35
</TABLE>
EXHIBIT "B"
January 20, 1995
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) Declartion 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-lA 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, fron 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 issued
and outstanding 792,250,377 shares of the Money Market Portfolio and
62,012,522 shares of the Insured Long-Term Portfolio.
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 did not
register any shares under the 1933 Act other than pursuant to Rule 24f-2.
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 724,988,711 $724,988,711
Insured Long-Term Portfolio 15,696,905 177,925,728
Total 740,685,616 $902,914,439
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 series ("Portfolios") of
shares;
2. The proposed registration of the combined total of 740,685,616 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
law 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
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