February 15, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard/PRIMECAP Fund, Inc.
(formerly PRIMECAP Fund, Inc.)
File No. 2-92948
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940,
Vanguard/PRIMECAP Fund, Inc. (the "Fund") hereby files its Rule 24f-2
Notice for the fiscal year ended December 31, 1994. A wire transfer in the
amount of $222,273.09 in payment of the registration fee due for the Fund's
Rule 24f-2 filing has been sent to the lockbox at Mellon Bank in Pittsburgh
for deposit to the Securities and Exchange Commission's account number
910-8739.
1. At the beginning of the fiscal year, the Fund had the following
securities registered under the Securities Act of 1933 other than pursuant
to Rule 24f-2, but which remained unsold:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Common Stock None None
($.001 Par Value)
2. During the fiscal year the Fund registered the following securities
under the 1933 Act other than pursuant to Rule 24f-2:
Aggregate Offering
Price of Shares on
which Registration
Name of Securities Number of Shares Fee was Paid
Shares of Common Stock None None
($.001 Par Value)
3. The number and the aggregate sales price of shares of the Fund sold
during the fiscal year was as follows:
Name of Securities Number of Shares Aggregate Sales Price
Shares of Common Stock 43,289,772 $844,271,127
($.001 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
Shares of Common Stock 43,289,772 $844,271,127
($.001 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/PRIMECAP FUND, INC.
BY: (Raymond J. Klapinsky)
Secretary
EXHIBIT "A"
FOOTNOTE TO RULE 24F2 NOTICE OF
VANGUARD/PRIMECAP FUND, INC.
The calculation of the registration fee pursuant to subsction (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)
upon Rule 24f-2 During Fiscal Year (a minus b) of 1933 Act
<S> <C> <C> <C> <C>
VANGUARD/PRIMECAP
FUND, INC. $844,271,127 $199,683,694 $644,587,433 $222,273.09
Shares of Common
Stock ($.001 Par
Value)
</TABLE>
EXHIBIT "B"
February 15, 1995
VANGUARD/PRIMECAP Fund, Inc.
1300 Morris Drive, P.O. Box 876
Valley Forge, PA 19482
Gentlemen:
I have acted as counsel for VANGUARD/PRIMECAP Fund, Inc. (the "Fund") since
its initial registration as an open management investment company under the
Investment Company Act of 1940, as amended ("1940 Act"). It is in my
capacity as counsel to the Fund that I am furnishing you this opinion.
This Fund was originally organized as a Pennsylvania business trust on
August 24, 1984. On December 31, 1986, it was reorganized into a Maryland
Corporation created solely for that purpose. I have examined the Fund's:
(1) Articles of Incorporation, as amended and restated, governing its
present status as a Maryland corporation; (2) Declaration of Trust and
amendments thereto which was in effect during the time the Fund was
organized as a Pennsylvania business trust; (3) its by-laws currently in
effect and its by-laws in effect while organized as a business trust; (4)
minutes of the meetings of shareholders and Directors (Trustees); (5)
Notification of Registration on Form N-8A under the 1940 Act; (6)
Registration on Form N-1A under the Securities Act of 1933 ("1933 Act") and
1940 Act and all amendments thereto; and (7) 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 legally authorized to issue 100,000,000 shares with a $.001 par
value. On December 31, 1994, (the end of the Fund's fiscal year), the Fund
had 77,778,863 shares of common stock issued and outstanding.
My examination also disclosed the following information:
1. On January 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 December 31, 1994, the Fund did not
register any shares under the 1933 Act other than pursuant to Rule 24f-2.
3. During the fiscal year ended December 31, 1994, the Fund sold
43,289,772 shares at an aggregate sales price of $844,271,127 in reliance
upon registration pursuant to Rule 24f-2 of the 1940 Act. During the same
fiscal year, the Fund redeemed 10,326,254 shares at an aggregate redemption
price of $199,683,694.
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 43,289,772 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 authorized to issue 100,000,000 shares, with a $.001 par
value.
2. The proposed registration of 43,289,772 shares of the Fund in reliance
upon Rule 24f-2 of the 1940 Act is proper;
3. Such shares, which were issued for a consideration deemed by the Board
Directors to be consistent with the Articles of Incorporation , are 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 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 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)
