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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 NT
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1. Name and Address of Issuer:
VANGUARD SPECIALIZED PORTFOLIOS, 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 SPECIALIZED PORTFOLIOS, INC.
Gold & Precious Metals Portfolio Vanguard REIT Index Portfolio
Health Care Portfolio Utilities Income Portfolio
Energy Portfolio
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3. Investment Company Act of 1940 File No.: 811-3916
Securities Act of 1933 File No.: 2-88116
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4. Last day of fiscal year for which this notice is filed:
1/31/97
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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:
Shares Aggregate Sales Price
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Gold & Precious Metals Portfolio 14,178,412 $ 187,460,909.
Health Care Portfolio 21,501,814 1,191,851,627.
Energy Portfolio 20,902,944 444,496,572.
Vanguard REIT Index Portfolio 52,583,957 600,803,727.
Utilities Income Portfolio 10,803,725 134,243,826.
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Total 119,970,852 $2,558,856,661.
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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:
119,970,852 Shares
$2,558,856,661. 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):
None
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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 $ 2,558,856,661.
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 - 1,022,615,180.
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 1,536,241,481.
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)] $ 465,527.72
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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
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Raymond J. Klapinsky, Senior Vice President and
Secretary
Date: March 11, 1997
* Please print the name and title of the signing officer below the signature.
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March 11, 1997 EXHIBIT "B"
VANGUARD SPECIALIZED PORTFOLIOS, INC.
P. O. Box 2600
Valley Forge, PA 19482-2600
Gentlemen:
I am acting as counsel to VANGUARD SPECIALIZED PORTFOLIOS, 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 6,000,000,000 shares of its common stock with a
par value of $.001 per share from one or more classes ("Portfolios") of shares.
Currently, the Fund is offering shares of five Portfolios. On January 31, 1997
(the end of the Fund's fiscal year), the Fund had 42,214,778 shares from the
Energy Portfolio, 49,804,319 shares from the Utilities Income Portfolio,
42,258,972 shares from the Gold & Precious Metals Portfolio, 46,924,959 shares
from the Health Care Portfolio, and 51,804,191 shares from the REIT Index
Portfolio issued and outstanding. The Board of Directors has the power to
classify and reclassify any unissued shares with respect to such Portfolios.
My examination also disclosed the following information:
1. On February 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 January 31, 1997, 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, 1997, the Fund sold a combined
total of 119,970,852 shares of its five Portfolios at an aggregate sales price
of $2,558,856,661. in reliance upon registration pursuant to Rule 24f-2 of the
1940 Act.
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4. During the fiscal year ended January 31, 1997, the Fund redeemed a combined
total of 54,944,739 shares from its five Portfolios, at a total aggregate
redemption price of $1,022,615,180.
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 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 of common stock and to classify and reclassify any
unissued shares with respect to such Portfolios. Currently, the Fund is
offering shares from its Gold & Precious Metals Portfolio, Health Care
Portfolio, Energy Portfolio, Vanguard REIT Index Portfolio, and Utilities
Income Portfolio
2. The registration of the combined total of 119,970,852 shares of common stock
sold by the Fund from its five Portfolios during the fiscal year ended January
31, 1997, 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 to be 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,
Raymond J. Klapinsky
Counsel
RJK/kjg/cjk
