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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/PRIMECAP FUND, INC.
2. Name of each series or class of funds for which this notice is filed:
None
3. Investment Company Act File Number: 811-4098
Securities Act File Number: 2-92948
4. Last day of fiscal year for which this notice is filed: 12/31/95
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:
62,591,289 Shares
$1,467,734,445 Aggregate Sales Price
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10. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
62,591,289 Shares
$1,467,734,445 Aggregate Sales Price
11. Calculation of registration fee:
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(i) Aggregate sales price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $ 1,467,734,445
(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): - 16,973,644
(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): $ 1,047,781,212
(vi) Multiplier prescribed 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)]: $ 361,303.87
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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.
12. 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:
February 20, 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) RAYMOND J. KLAPINSKY
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Raymond J. Klapinsky,
Senior Vice President & Secretary
Date February 28, 1996
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"EXHIBIT A"
February 28, 1996
Vanguard/PRIMECAP Fund,Inc.
100 Vanguard Boulevard
Malvern, PA 19355
Gentlemen:
I have acted as counsel to Vanguard/PRIMECAP Fund, Inc. (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.
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, 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 currently authorized to issue 150,000,000 shares of its common
stock with a $.001 par value. On December 31, 1995 (the end of the Fund's
fiscal year), the Fund had issued and outstanding 123,396,508 shares.
My examination also disclosed the following information:
1. On January 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.
2. During the fiscal period ended December 31, 1995, the Fund did not
register any securities under the 1933 Act other than pursuant to Rule 24f-2.
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3. During the fiscal period ended December 31, 1995, the Fund sold
62,591,289 shares at an aggregate sales price of $1,467,734,445 in reliance
upon registration pursuant to Rule 24f-2 of the 1940 Act. During the same
fiscal year, the Fund redeemed 16,973,644 shares at an aggregate redemption
price of $419,953,233.
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 62,591,289 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 valid and subsisting corporation of the State of Maryland,
authorized to issue a combined total of 150,000,000 shares of its common
stock, with a $.001 par value.
2. The proposed registration of the 62,591,289 shares of common stock sold by
the Fund during the fiscal period ended December 31, 1995, pursuant to Rule
24f-2 of the 1940 Act is proper.
3. Such shares, which were issued for a consideration deemed by the Board of
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 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 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
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(Raymond J. Klapinsky)
Counsel
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