March 8, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard Specialized Portfolios, Inc.
File No. 2-8816
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Specialized Portfolios, Inc. (the "Fund") hereby files its Rule 24f-2
Notice for its fiscal year ended January 31, 1994. A wire transfer in the
amount of $227,076.79 in payment of the registration fee has been sent to
the Commission's Account No. 910-8739 at Mellon Bank in Pittsburgh.
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 of the
Fund's Portfolios sold during the fiscal year was as follows (See footnote
attached as Exhibit A hereto):
Name of Portfolio Number of Shares Aggregate Sales Price
Energy Portfolio 19,803,037 $323,712,210
Health Care Portfolio 7,171,234 235,776,343
Gold & Precious
Metals Portfolio 67,267,162 760,437,208
Service Economy Portfolio 1,197,813 27,542,314
Technology Portfolio 5,341,100 101,720,342
Utilities Income Portfolio 49,883,728 602,356,147
Totals 150,664,074 $2,051,544,564
4. The number and the aggregate sales price 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
Energy Portfolio 19,803,037 $323,712,210
Health Care Portfolio 7,171,234 235,776,343
Gold & Precious
Metals Portfolio 67,267,162 760,437,208
Service Economy Portfolio 1,197,813 27,542,314
Technology Portfolio 5,341,100 101,720,342
Utilities Income Portfolio 49,883,728 602,356,147
Totals 150,664,074 $2,051,544,564
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 SPECIALIZED PORTFOLIOS, INC.
BY: Raymond J. Klapinsky
Secretary
Attachments
EXHIBIT "A"
FOOTNOTE TO RULE 24f-2 NOTICE OF
VANGUARD SPECIALIZED PORTFOLIOS, 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)
Name of Portfolio upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
Energy Portfolio $323,712,210 $197,441,293 -- --
Health Care Portfolio 235,776,343 264,336,283 -- --
Gold & Precious Metals Portfolio 760,437,208 537,748.327 -- --
Service Economy Portfolio 27,542,314 25,949,193 -- --
Technology Portfolio 101,720,342 92,900,388 -- --
Utilities Income Portfolio 602,356,147 274,650,999 -- --
Totals $2,051,544,564 $1,393,026,483 $658,518,081 $227,076.79
</TABLE>
EXHIBIT "B"
March 8, 1994
Vanguard Specialized Portfolios, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
Vanguard Specialized Portfolios, Inc. (the "Fund") was originally organized
as a business trust under Pennsylvania law on October 19, 1983. The Fund
was reorganized into a Maryland corporation on December 31, 1986. I have
acted as counsel to the Fund since its initial 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; (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 6,000,000,000 shares of its common stock
with a $.001 par value. On January 31, 1994, (the end of the Fund's fiscal
year), the Fund had issued and outstanding approximately 21,512,515 shares
of the Energy Portfolio, approximately 17,472,273 shares of the Health Care
Portfolio, approximately 4,466,752 shares of the Technology Portfolio,
approximately 1,475,684 shares of the Service Economy Portfolio,
approximately 45,100,953 shares of the Gold and Precious Metals Portfolio
and approximately 63,272,258 shares of the Utilities Income Portfolio.
My examination also disclosed the following information:
1. On February 1, 1993, (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, 1994, 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, 1994, 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
Energy Portfolio 19,803,037 $323,712,210
Health Care Portfolio 7,171,234 235,776,343
Gold & Precious
Metals Portfolio 67,267,162 760,437,208
Service Economy Portfolio 1,197,813 27,542,314
Technology Portfolio 5,341,100 101,720,342
Utilities Income Portfolio 49,883,728 602,356,147
Totals 150,664,074 $2,051,544,564
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 150,664,074 shares from the Fund's six
Portfolios set forth above 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 valid and subsisting corporation of the State of
Maryland, authorized to issue 6,000,000,000 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
Portoflios.
2. The proposed registration of the combined total of 150,664,074 shares
of the Fund sold by Fund during its fiscal year ended January 31, 1994
pursuant to Rule 24f-2 of the 1940 Act is proper, and that such shares are
legally authorized and 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 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
Counsel
