February 15, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard/Wellesley Income Fund, Inc.
(formerly Wellesley Income Fund, Inc.)
File No. 2-31333
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Vanguard/Wellesley Income Fund, Inc. (the "Fund") hereby files its Rule
24f-2 Notice for the fiscal year ended December 31, 1994. A wire transfer
in the amount of $6,025.56 in payment of the registration fee due for the
Fund's Rule 24f-2 filing has been sent to the lockbox at Mellon Bank in
Pittsburgh for deposit to the Securities and Exchange Commission's account
number 910-8739.
1. At the beginning of the fiscal year, the Fund had the following
securities registered under the Securities Act of 1933(the "1933 Act")
other than pursuant to Rule 24f-2, but which remained unsold:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Common Stock None None
($.10 Par Value)
2. During the fiscal year the Fund registered the following securities
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 Common Stock None None
($.10 Par Value)
3. The number and the aggregate sales price of shares of the Fund sold
during the fiscal year was as follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock 85,297,422 $1,574,340,234
($.10 Par Value)
4. The number and aggregate sales price of shares of the Fund sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2 is as
follows (See footnote attached as Exhibit A hereto):
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock 85,297,422 $1,574,340,234
($.10 Par Value
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,
VANGUARD/WELLESLEY INCOME FUND, INC.
BY: (Raymond J. Klapinsky)
Secretary
MLJ\fms
EXHIBIT "A"
FOOTNOTE TO RULE 24F2 NOTICE OF
VANGUARD/WELLESLEY INCOME FUND, INC.
The calculation of the registration fee pursuant to subsction (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>
Vanguard/Wellesley Income
Fund, Inc.
Shares of Common
Stock ($.10 Par
Value) $1,574,340,234 $1,556,866,238 $17,473,996 $6,025.56
</TABLE>
EXHIBIT "B"
February 15, 1995
Vanguard/Wellesley Income Fund, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
As a member of the Pennsylvania bar acting as Counsel to Vanguard/Wellesley
Income Fund, Inc. (the "Fund"), I have examined the Fund's: (a) Articles
ofIncorporation and amendments thereto; (2) minutes of the meetings of
shareholders and Board of Directors; (3) Notification of Registration on
Form N-8A under the 1940 Act; (4) Registration Statement 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 common stock, par value $.10 per share.
The Fund is legally authorized to issue 450,000,000 shares with a par value
of $.10 per share. On December 31, 1994, the Fund had 333,156,619 shares
which were issued and outstanding.
My examination also disclosed the following information:
1. On January 1, 1994, (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 December 31, 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 December 31, 1994, the Fund sold
85,297,422 shares at an aggregate sales price of $1,574,340,234 in
reliance upon registration pursuant to Rule 24f-2 of the 1940 Act. During
the same fiscal year, the Fund redeemed 86,103,990 shares at an aggregate
redemption price of $1,556,866,238.
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 85,297,422 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 corporation of the
State of Maryland authorized to issue 450,000,000 shares, with a $.10 par
value;
2. The proposed registration of 85,297,422 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
Directors to be consistent with the Articles of Incorporation , are legally
authorized and issued, fully paid and non-assessable; and
4. The holders of such shares have the rights provided with respect to
such holdings by the Articles of Incorporation and the laws of the State of
Maryland.
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 the 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)
