FINAL RULE 24f-2 REPORT
November 16, 1994
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard Small Capitalization
Stock Fund, Inc. (formerly Naess & Thomas Special
Fund, Inc.)
File No. 2-16160
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Small Capitalization Stock Fund, Inc. (the "Fund") hereby files its final
Rule 24f-2 Notice for the period from October 1, 1993 through January 31,
1994. A wire transfer in the amount of $25.194.32 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 did not have any
securities registered under the Securities Act of 1933 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 the Fund sold
during the fiscal year was as follows (See footnote attached as Exhibit A
hereto):
Name of Securities Number of Shares Aggregate Sales Price
Common Stock 6,659,531 $108,657,544
($1.00 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
Common Stock 6,659,531 $108,657,544
($1.00 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 SMALL CAPITALIZATION STOCK FUND, INC.
BY: Raymond J. Klapinsky
Secretary
"EXHIBIT A"
FOOTNOTE TO FINAL RULE 24f-2 NOTICE OF
VANGUARD SMALL CAPITALIZATION STOCK 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 period from October 1, 1993 through
January 31, 1994 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 Small
Capitalization
Stock Fund, Inc.
Common Stock
($1.00 Par
Value) $108,657,544 $35,594,523 $73,063,021 $25,194.32
</TABLE>
"EXHIBIT B"
November 14, 1994
Vanguard Small Capitalization Stock 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 Small
Capitalization Stock Fund, Inc. ("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 Statement on Form N-A (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 was organized as a Maryland corporation under the name of
Naess & Thomas Special Fund, Inc. on December 15, 1959. On August 17,
1989, the Fund's name was changed to "Vanguard Small Capitalization Stock
Fund, Inc." On January 31, 1994, the Fund was merged into, and became a
separate series of, Vanguard Index Trust, one of the other Vanguard Funds.
2. The Fund is authorized to issue 40,000,000 shares of common stock of
the par value of $1.00 per share. On January 31, 1994, approximately
32,845,515 shares of the Fund were issued and outstanding.
3. At the beginning of the fiscal year, the Fund had no shares of its
common stock registered under the 1933 Act other than pursuant to Rule
24f-2, but which remained unsold.
4. During the period from October 31, 1993 through January 31, 1994, the
Fund did not register any shares under the 1933 Act other than pursuant to
Rule 24f-2.
5. During the period from October 31, 1993 through January 31, 1994, the
Fund sold 6,659,532 shares of its common stock at an aggregate sales price
of $108,657,544. During this same fiscal period the Fund redeemed
2,214,065 shares of its common stock at an aggregate redemption price of
$35,594,523.
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 period in reliance upon Rule 24f-2. I have prepared the
final Rule 24f-2 Notice under which 6,659,531 shares of the Fund at an
aggregate sales price of $108,657,544 will be registered under the 1933
Act.
Based on the foregoing, it is my opinion that:
1. On January 31, 1994, the Fund was a validly organized and subsisting
corporation of the State of Maryland, legally authorized to issue up to
40,000,000 shares of its common stock, with a $1.00 par value per share;
2. The proposed registration of the 6,659,531 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 consistant with the Articles of Incorporation, were legally
issued, fully paid, and non-assessable; and
3. The holders of such shares had 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,
BY: Raymond J. Klapinsky
Counsel
