March 21, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard
Fixed Income Securities Fund, Inc.
File No. 2-47371
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Fixed Income Securities Fund, Inc. (the "Fund"), hereby files its Rule
24f-2 Notice for the fiscal year ended January 31, 1995. There is no fee
payable for this filing since total fund redemptions exceeded total Fund
sales for the fiscal year ended January 31, 1995.
1. At the beginning of the fiscal year, the Fund had no securities
registered under the Securities Act of 1933 (the "1933 Act") other than
pursuant to Rule 24f-2, but which remained unsold.
2. During the fiscal year, the Fund did not register any securities under
the Securities Act of 1933 other than pursuant to Rule 24f-2.
3. The number and the aggregate sales price of shares of each Portfolio
sold during the fiscal year was as follows (See footnote attached as
Exhibit A hereto):
Name of Portfolio Number of Shares Aggregate Sales Price
Intermediate
Term Corporate 16,489,166 $ 152,058,533
High Yield Corporate 81,260,184 606,915,335
Long-Term Corporate 70,325,538 590,775,985
GNMA 98,531,705 971,233,751
Intermediate Term
U.S. Treasury 35,143,290 344,114,659
Short-Term Corporate 119,705,659 1,261,917,409
Short-Term Federal 47,837,695 475,809,052
Short-Term U.S. Treasury 40,500,968 401,556,033
Long-Term U.S. Treasury 11,889,860 254,499,668
Totals 521,684,065 $5,058,880,425
4. The number and the aggregate sales price of shares of each Portfolio
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 Portfolio Number of Shares Aggregate Sales Price
Intermediate
Term Corporate 16,489,166 $ 152,058,533
High Yield Corporate 81,260,184 606,915,335
Long-Term Corporate 70,325,538 590,775,985
GNMA 98,531,705 971,233,751
Intermediate Term
U.S. Treasury 35,143,290 344,114,659
Short-Term Corporate 119,705,659 1,261,917,409
Short-Term Federal 47,837,695 475,809,052
Short-Term U.S. Treasury 40,500,968 401,556,033
Long-Term U.S. Treasury 11,889,860 254,499,668
Totals 521,684,065 $5,058,880,425
Enclosed is an opinion of counsel (Exhibit B) indicating that the
securities sold in reliance upon Rule 24f-2 were legally issued, fully paid
and non-assessable.
Very truly yours,
VANGUARD FIXED INCOME SECURITIES FUND, INC.
BY: Raymond J. Klapinsky
Secretary
Attachments
"EXHIBIT A"
FOOTNOTE TO RULE 24f-2 NOTICE OF
VANGUARD FIXED INCOME SECURITIES FUND, INC.
The calculation of the registration fee pursuant to subsection (c) of Rule
24f-2 is set forth below. The Fund did not apply any redemptions or
repurchases which took place during the fiscal year to the registration of
any securities pursuant to Section 24(e) of the Investment Company Act.
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Aggregate Sales Aggregate Price of Aggregate Sales Fee Payable
Price of Securities Securities Redeemed Price on which pursuant to
Sold in Reliance on Repurchased fee will be based Section 6(b)
upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
Name of Portfolio
Shares of Common Stock
($.001 Par Value)
Intermedate Term
Corporate $ 152,058,533 $ 70,286,655 -- --
High Yield Corporate 606,915,335 928,541,060 -- --
Long-Term Corporate 590,775,985 937,429,667
GNMA 971,233,751 2,045,794,308 -- --
Intermediate Term 344,114,659 448,659,555
U.S. Treasury
Short Term Corporate 1,261,917,409 1,889,643,423 -- --
Short Term Federal 475,809,052 911,848,390 -- --
Short Term U.S. Treasury 401,556,033 373,884,610 -- --
Long-Term U.S. Treasury 254,499,668 342,753,899 -- --
Totals $5,058,880,425 $7,948,841,567 Negative Number No Fee
</TABLE>
EXHIBIT B
March 21, 1995
Vanguard Fixed Income Securities Fund, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, Pennsylvania 19482
Gentlemen:
Vanguard Fixed Income Securities Fund, Inc. (the "Fund") was originally
organized as a Maryland corporation on March 23, 1972. On June 1, 1984,
the Fund was reorganized into a Pennsylvania business trust which was
created solely for that purpose. The Fund was again reorganized into a
Maryland corporation on December 30, 1985. I have acted as counsel to the
Fund since its initial registration as an open-end management investment
company under the Investment Company 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) Articles of Incorporation, as amended and
restated; (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 3,500,000,000 shares of its common stock
with a $.001 par value. On January 31, 1995, (the end of the Fund's fiscal
year), the Fund had issued and outstanding approximately 17,949,823 shares
of the Intermediate Term Portfolio; 298,825,627 shares of the High Yield
Corporate Portfolio; 318,702,377 shares of the Long-Term Corporate
Portfolio; approximately 602,554,454 shares of the GNMA Portfolio;
86,865,754 shares of the Intermediate U.S. Treasury Portfolio;
approximately 76,280,778 shares of the Short-Term U.S. Treasury Portfolio;
approximately 281,040,381 shares of the Short- Term Corporate Portfolio;
approximately 150,643,570 shares of the Short-Term Federal Portfolio; and
approximately 72,753,517 shares of the Long-Term U.S. Treasury Portfolio.
My examination disclosed the following information:
1. On February 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 January 31, 1995, the Fund did not
register any securities under the 1933 Act other than pursuant to Rule
24f-2.
3. During the fiscal year ended January 31, 1995, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of
the 1940 Act:
Name of Portfolio Number of Shares Aggregate Sales Price
Intermediate Term
Corporate 16,489,166 $ 152,058,533
High Yield Corporate 81,260,184 606,915,335
Long-Term Corporate 70,325,538 590,775,985
GNMA 98,531,705 971,233,751
Intermediate Term
U.S. Treasury 35,143,290 344,114,659
Short-Term Corporate 119,705,659 1,261,917,409
Short-Term Federal 47,837,695 475,809,052
Short-Term U.S. Treasury 40,500,968 401,556,033
Long-Term U.S. Treasury 11,889,860 254,499,668
Totals 521,684,065 $5,058,880,425
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 combined total of 521,684,065 shares from the Fund's nine
Portfolios 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 in my
opinion that:
During the fiscal year ended, January 31, 1995, the Fund was a valid and
subsisting corporation of the State of Maryland, authorized to issue
3,500,000,000 shares of its common stock, with a $.001 par value. The
Board of Directors has the power to designate one or more classes
("Portfolios") of shares in common stock and to classify and reclassify any
unissued shares with respect to such Portfolios.
2. The proposed registration of the combined total of 521,684,065 shares
sold by the Fund during its fiscal year ended January 31, 1995, pursuant to
Rule 24f-2 of the 1940 Act is proper, and that such shares are legally
authorized, fully paid and non-assessable.
3. The holders of such shares have all 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 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
