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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and Address of Issuer:
VANGUARD/MORGAN GROWTH FUND, INC.
Vanguard Financial Center
P. O. Box 2600
Valley Forge, Pennsylvania 19482-2600
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2. Name of each series or class of funds for which this notice is filed:
VANGUARD /MORGAN GROWTH FUND, INC.
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3. Investment Company Act of 1940 File No.: 811-1685
Securities Act of 1933 File No.: 2-29601
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4. Last day of fiscal year for which this notice is filed:
12/31/96
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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 [ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
42,643,346 Shares
$644,816,770. Aggregate Sales Price
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
42,643,346 Shares
$644,816,770. Aggregate Sales Price
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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
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12. Calculation of registration fee:
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(i) Aggregate sale price of securities sold during the fiscal year in $ 644,816,770.
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 - 239,383,082.
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 405,433,688.
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)] $ 122,858.69
=================================
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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.
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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:
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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
----------------------------------------------------
Raymond J. Klapinsky, Senior Vice President
and Secretary
Date: February 18, 1997
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*Please print the name and title of the signing officer below the signature.
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February 18, 1997 EXHIBIT "B"
VANGUARD/MORGAN GROWTH FUND, INC.
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD/MORGAN GROWTH FUND, INC. (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) 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 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 350,000,000 shares of its common stock, with a
par value of $.10 per share. On December 31, 1996 (the end of the Fund's
fiscal year), the Fund had issued and outstanding a total of approximately
131,375,067 shares.
My examination also disclosed the following information:
1. On January 1, 1996 (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 December 31, 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 December 31, 1996, the Fund sold
a total of approximately 42,643,346 shares, having an aggregate sales price of
$644,816,770. in reliance upon registration pursuant to Rule 24f-2 of the 1940
Act.
4. During the fiscal year ended December 31, 1996, the Fund
redeemed 15,692,457 shares, having a total aggregate redemption price of
$239,383,082.
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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 corporation of the State of
Maryland, authorized to issue 350,000,000 shares of its common stock, with a
$.10 par value per share;
2. The proposed registration of the 42,643,346 shares of common
stock sold by the Fund during the fiscal year ended December 31, 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 Directors to be consistent
with the Fund's Articles of Incorporation, 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 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,
VANGUARD/MORGAN GROWTH FUND, INC.
Raymond J. Klapinsky
Counsel
RJK/kjg/cjk
