VANGUARD OHIO TAX FREE FUND
24F-2NT, 1997-01-31
Previous: L M CAPITAL INC, 10KSB, 1997-01-31
Next: THERMO ECOTEK CORP, 8-K, 1997-01-31



<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 OHIO TAX-FREE FUND
         THE VANGUARD GROUP, INC.
         c/o 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 OHIO TAX-FREE FUND
         Ohio Money Market Portfolio
         Ohio Insured Long-Term Portfolio
- --------------------------------------------------------------------------------
3.  Investment Company Act of 1940 File No.:  811-6083

     Securities Act of 1933 File No.:  33-34261
- --------------------------------------------------------------------------------
4.  Last day of fiscal year for which this notice is filed:

         11/30/96
- --------------------------------------------------------------------------------
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:

         258,261,190       Shares

         $306,750,927.     Aggregate Sales Price
- --------------------------------------------------------------------------------
<PAGE>   2
- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:

         258,261,190       Shares

         $306,750,927.     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):

         N/A
- --------------------------------------------------------------------------------
12.  Calculation of registration fee:

<TABLE>
<S>      <C>                                                                         <C>
(i)      Aggregate sale price of securities sold during the fiscal year in           $  306,750,927.
         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                -  211,765,568.
         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             94,985,359.
         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)]                      $     28,783.44
                                                                                     ===============
</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, Senior Vice President and 
                           Secretary

Date:____________________
                           *Please print the name and title of the signing 
                            officer below the signature.
- --------------------------------------------------------------------------------
<PAGE>   3
January 30, 1997                                              EXHIBIT "B"



VANGUARD OHIO TAX-FREE FUND
P. O. Box 2600
Valley Forge, PA  19482-2600

Gentlemen:

I am acting as counsel to VANGUARD OHIO TAX-FREE 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 Directors; (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 of beneficial
interest, without par value, from two classes ("Portfolios") of shares, which
are designated the Ohio Money Market Portfolio and the Ohio Insured Long-Term
Portfolio. On November 30, 1996, the Fund had issued and outstanding a combined
total of approximately 272,507,149 shares of the Ohio Money Market Portfolio and
the Ohio Insured Long-Term Portfolio.

My examination also disclosed the following information:

1. On December 1, 1995 (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 November 30, 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 November 30, 1996, the Fund sold a combined
total of approximately 258,261,190 shares of its the Ohio Money Market Portfolio
and the Ohio Insured Long-Term Portfolio having an aggregate sales price of
$306,750,927, in reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.
<PAGE>   4
4. During the fiscal year ended November 30, 1996, the Fund redeemed 180,273,242
shares, having a total aggregate redemption price of $211,765,568.

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.

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 amount of shares of beneficial interest,
without par value, from one or more series (Portfolios of shares);

2. The proposed registration of the 258,261,190 shares sold by the Fund during
the fiscal year ended November 30, 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,

THE VANGUARD GROUP, INC.



By:      Raymond J. Klapinsky
         Counsel

RJK/kjg/cjk


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission