March 23, 1995
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, 1995. A wire transfer in the
amount of $17,564.11 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). Effective June 3, 1994, the Fund's Technology
and Service Economy Portfolios were acquired by Vanguard Explorer Fund and
Vanguard/Morgan Growth Fund, respectively, in a tax-free reorganization.
Accordingly, the numbers set forth below for the Technology and Service
Economy Portfolios are for the period February 1, 1994 through June 2, 1994.
Name of Portfolio Number of Shares Aggregate Sales Price
Energy Portfolio 17,810,967 $276,836,524
Health Care Portfolio 5,337,343 190,713,108
Gold & Precious
Metals Portfolio 28,806,061 379,888,966
Service Economy Portfolio 136,091 3,158,946
Technology Portfolio 1,834,024 35,553,127
Utilities Income Portfolio 16,045,185 165,196,221
Totals 69,969,671 $1,051,346,892
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 17,810,967 $276,836,524
Health Care Portfolio 5,337,343 190,713,108
Gold & Precious
Metals Portfolio 28,806,061 379,888,966
Service Economy Portfolio 136,091 3,158,946
Technology Portfolio 1,834,024 35,553,127
Utilities Income Portfolio 16,045,185 165,196,221
Totals 69,969,671 $1,051,346,892
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 $276,836,524 $137,108,586 -- --
Health Care Portfolio 190,713,108 119,398,119 -- --
Gold & Precious Metals Portfolio 379,888,966 327,164,483 -- --
Service Economy Portfolio 3,158,946 36,628,770 -- --
Technology Portfolio 35,553,127 114,572,526 -- --
Utilities Income Portfolio 165,196,221 265,538,849 -- --
Totals $1,051,346,892 $1,000,411,333 $50,935,559 $17,564.11
</TABLE>
EXHIBIT "B"
March 23, 1995
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 February 1, 1994 (the beginning of the Fund's
fiscal year) the Fund offered shares of six Portfolios (Energy, Health Care,
Gold and Precious Metals, Utilities Income, Technology and Service Economy
Portfolios). Effective June 3, 1994, the Technology and the Service Economy
Portfolios were acquired by Vanguard Explorer Fund and Vanguard/Morgan Growth
Fund, respectively, in a tax-free reorganization. On January 31, 1995, (the
end of the Fund's fiscal year), the Fund had issued and outstanding
approximately 31,333,695 shares of the Energy Portfolio, approximately
20,823,484 shares of the Health Care Portfolio, approximately 49,589,908
shares of the Gold and Precious Metals Portfolio and approximately 56,878,825
shares of the Utilities Income Portfolio.
My examination also 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
Energy Portfolio 17,810,967 $276,836,524
Health Care Portfolio 5,337,343 190,713,108
Gold & Precious
Metals Portfolio 28,806,061 379,888,966
Service Economy Portfolio 136,091 3,158,946
Technology Portfolio 1,834,024 35,553,127
Utilities Income Portfolio 16,045,185 165,196,221
Totals 69,969,671 $1,051,346,892
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 69,969,671 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 69,969,671 shares
of the Fund sold by 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 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
