January 30, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Wellington Fund, Inc.
File No. 2-11444
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Wellington
Fund, Inc. (the "Fund") hereby files its Rule 24f-2 Notice for the fiscal
year ended November 30, 1994. A wire transfer in the amount of $293,194.39
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
Common Stock None None
($1.00 Par Value)
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
Common Stock None None
($1.00 Par Value)
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
Common Stock
($1.00 Par Value) 109,655,277 $2,210,467,022
4. The number and the aggregate sales price of the Fund sold during the
fiscal year in reliance pursuant to Rule 24f-2 as follows:
Name of Securities Number of Shares Aggregate Sales Price
Common Stock
($1.00 Par Value) 109,655,277 $2,210,467,022
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
WELLINGTON FUND, INC.
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>
Wellington Fund
Shares of Common Stock
($1.00 Par Value) $2,210,467,022 $1,360,209,230 $850,257,792 $293,194.39
</TABLE>
EXHIBIT "B"
January 30, 1995
Wellington Fund, Inc.
1300 Morris Drive
Valley Forge, PA 19482
Gentlemen:
As a member of the Pennsylvania bar acting as Counsel to Wellington Fund,
Inc. (the "Fund"), I have examined the Fund's: (1) Articles of
Incorporation and amendments thereto; (2) minutes of the meetings of
shareholders and Directors; (3) Notification of Registration on Form N-8A
under the Investment Company Act of 1940 ("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 common stock; par value $1.00 per share.
My examination disclosed the following information:
1. The Fund is authorized to issue 550,000,000 shares of common stock of
the par value of $1.00 per share. On November 30, 1994, approximately
446,802,795 shares of the Fund were issued and outstanding.
2. At the beginning of the fiscal year, the Fund did not have any
shares of its common stock registered under the 1933 Act other than
pursuant to Rule 24f-2, but which remained unsold.
3. During the fiscal year the Fund did not register any shares under the
1933 Act other than pursuant to Rule 24f-2.
4. During the fiscal year ended November 30, 1994, the Fund sold
109,655,277 shares of its common stock at an aggregate sales price of
$2,210,467,022. During this same fiscal period, the Fund redeemed
67,802,672 shares of its common stock at an aggregate sales price of
$2,210,467,022.
You have instructed me to file, on behalf of the Fund, a Notice in
accordance with the provisions of Rule 24f-2 of the 1940 Act, for the
purpose of registering under the 1933 Act, the shares sold by the Fund
during the fiscal year in reliance upon Rule 24f-2. I have prepared the
Rule 24f-2 Notice under which 109,655,277 shares of the Fund at an
aggregate sales price of $2,210,467,022 will be registered under the 1933
Act.
Based on the foregoing information, it is my opinion that:
1. The Fund is a validly organized and subsisting corporation of the
State of Maryland, legally authorized to issue up to 550,000,000 shares of
its common stock, $1.00 par value per share;
2. The proposed registration of the 109,655,277 shares of the Fund's
common stock 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
Directors to be consistent with the Fund's Articles of Incorporation, are
legally authorized and issued, fully paid and non-assessable; and
3. The holders of such shares have all rights provided for 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 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,
BY: Raymond J. Klapinsky
Counsel
