February 24, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard/Morgan Growth Fund, Inc.
File No. 2-29601
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Vanguard/Morgan Growth Fund, Inc. (the "Fund") hereby files its Rule 24f-2
Notice for the fiscal year ended December 31, 1993. There is no
registration fee payable for this filing since the aggregate price of the
Fund's shares redeemed during the year exceeded the aggregate price of the
Fund's shares sold during the year.
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 14,198,864 $181,292,661
($.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 14,198,864 $181,292,661
($.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/MORGAN GROWTH FUND, INC.
BY: (Raymond J. Klapinsky)
Secretary
EXHIBIT "A"
FOOTNOTE TO RULE 24F2 NOTICE OF
VANGUARD/MORGAN GROWTH 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/MORGAN
GROWTH FUND, INC. $181,292,661 $224,637,806 Negative -0-
Shares of Common Number
Stock ($.10 Par
Value)
</TABLE>
EXHIBIT "B"
February 24, 1994
Vanguard/Morgan Growth Fund, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
I have acted as counsel for Vanguard/Morgan Growth Fund, Inc. (the "Fund")
since its initial registration as an open management investment company
under the Investment Company Act of 1940, as amended ("1940 Act"). 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, restated,
governing its present status as a Maryland corporation;(2)its by-laws
currently in effect; (3) minutes of the meetings of shareholders and Board
of Directors; (4) Notification of Registration on Form N-8A under the 1940
Act; (5) Registration on Form N-1A under the Securities Act of 1933 ("1933
Act") and 1940 Act and all amendments thereto; and (6) all other relevant
documents and records, as well as the procedures and requirements relative
to the issuance and sale of the Fund's shares.
My examination also disclosed the following information:
1. The Fund is legally authorized to issue 150,000,000 shares with a $.10
par value. On December 31, 1993, (the end of the Fund's fiscal year), the
Fund had 94,534,215 shares of common stock issued and outstanding.
2. On January 1, 1993, (the beginning of the Fund's last fiscal year),
the Fund had no shares of its common stock registered under the 1933 Act
other than pursuant to Rule 24f-2 of the 1940 Act, but which remained
unsold on that date.
3. During the fiscal year ended December 31, 1993, the Fund did not
register any shares under the 1933 Act other than pursuant to Rule 24f-2.
4. During the fiscal year ended December 31, 1993, the Fund sold
14,198,864 shares at an aggregate sales price of $181,292,661 in reliance
upon registration pursuant to Rule 24f-2 of the 1940 Act.
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 14,198,864 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 150,000,000 shares, with a $.10 par
value;
2. The proposed registration of 14,198,864 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)
