<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read Instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
VANGUARD SPECIALIZED PORTFOLIOS, INC.
2. Name of each series or class of funds for which this notice is filed:
Energy Portfolio
Health Care Portfolio
Gold & Precious Metals Portfolio
Utilities Income Portfolio
3. Investment Company Act File Number: 811-3916
Securities Act File Number: 2-88116
4. Last day of fiscal year for which this notice is filed: 1/31/96
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:
/ /
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
7. Number and amount of securities of the same class or 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
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sales price of securities sold during the fiscal
year:
<TABLE>
<CAPTION>
Number of Aggregate
Name of Portfolio Portfolio Shares Sales Price
<S> <C> <C>
Energy 11,091,725 $178,606,474
Health Care 14,323,711 635,368,223
Gold & Precious Metals 14,593,574 176,987,757
Utilities Income 19,244,391 218,460,600
Total 59,253,401 $1,209,423,054
</TABLE>
<PAGE> 2
10. Number and aggregate sales price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
<TABLE>
<CAPTION>
Number of Aggregate
Name of Portfolio Portfolio Shares Sales Price
<S> <C> <C>
Energy 11,091,725 $178,606,474
Health Care 14,323,711 635,368,223
Gold & Precious Metals 14,593,574 176,987,757
Utilities Income 19,244,391 218,460,600
Total 59,253,401 $1,209,423,054
</TABLE>
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):
None
12. Calculation of registration fee:
<TABLE>
<S> <C> <C>
(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $1,209,423,054
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + - 0 -
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 743,859,145
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24f-2 (if applicable): + -0-
(v) Net aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (I), plus line
(ii), less line (iii), plus line (iv)] (if applicable): $465,563,909
(vi) Multiplier prescried by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/29 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $160,539.28
</TABLE>
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.
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).
/ X /
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
March 11, 1996
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dated indicated:
By (Signature and Title) /s/ RAYMOND J. KLAPINSKY, SECRETARY
------------------------------------------
Raymond J. Klapinsky, Secretary
Date: March 14, 1996
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EXHIBIT "A"
March 14, 1996
Vanguard Specialized Portfolios, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
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 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 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 4,000,000,000 shares of its common stock with a
$.001 par value. On February 1, 1995, (the beginning of the Fund's fiscal
year), the Fund offered shares of four Portfolios (Energy, Health Care, Gold &
Precious Metals and Utilities Income). On January 31, 1996, (the end of the
Fund's fiscal year), the Fund had issued and outstanding approximately
29,371,862 shares of the Energy Portfolio, approximately 31,747,482 shares of
the Health Care Portfolio, approximately 46,071,171 shares of the Gold &
Precious Metals Portfolio and approximately 60,790,591 shares of the Utilities
Income Portfolio.
My examination also disclosed the following information:
1. On February 1, 1995, (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.
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2. During the fiscal year ended January 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 January 31, 1996, the Fund sold the
following shares in reliance upon registration pursuant to Rule 24f-2 of the
1940 Act:
<TABLE>
<CAPTION>
Name of Portfolio Number of Shares Aggregate Sales Price
<S> <C> <C>
Energy 11,091,725 $178,606,474
Health Care 14,323,711 635,368,223
Gold & Precious Metals 14,593,574 176,987,757
Utilities Income 19,244,391 218,460,600
Total
</TABLE>
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 217,577,763 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, legally authorized to issue up to 1,000,000,000 shares of
its common stock, $.001 par value. The Board of Directors has the power to
designate one or more classes ("Portfolios") of shares of common stock and to
classify and reclassify any unissued shares with respect to such Portfolios.
2. The proposed registration of the combined total of 217,577,764 shares
of the Fund's common stock pursuant to 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, were 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, as amended.
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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,
/s/ RAYMOND J. KLAPINSKY
- --------------------------------------
BY: (Raymond J. Klapinsky)
Counsel
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