January 30, 1995
Securities & Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Vanguard
Convertible Securities Fund, Inc.
File No. 33-4424
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Convertible Securities Fund, Inc. (the "Fund") hereby files its Rule 24f-2
Notice for the fiscal year ended November 30, 1994. There is no fee
payable for this filing since the aggregate price of the Fund's shares
redeemed during the year exceeded the aggregate price of the Fund's shares
sold during the year.
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
Number of Securities Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value) None None
2. During the fiscal year the Fund registered the following securities
under the Securities Act of 1933 other than pursuant to Rule 24f-2:
Aggregate Offering
Price of Shares on
which Registration
Number of Securities Number of Shares Fee was Paid
Shares of Common
Stock ($.001 Par
Value) None None
3. The number and the aggregate sales price of the Fund sold during the
fiscal year was as follows:
Number of Securities Number of Shares Aggregate Sales Price
Shares of Common
Stock ($.001 Par
Value) 4,683,025 $54,107,184
4. The number and aggregate sales price of shares of the Fund sold during
the fiscal year in relaince pursuant to Rule 24f-2 as follows:
Number of Securities Number of Shares Aggregate Sales Price
Shares of Common
Stock ($.001 Par
Value) 4,683,025 $54,107,184
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,
By: Raymond J. Klapinsky
Secretary
EXHIBIT A
FOOTNOTE TO RULE 24F-2 NOTICE OF
VANGUARD CONVERTIBLE SECURITIES FUND
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 on
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 on 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>
Shares of Beneficial
Interest (No Par Value)
Vanguard Convertible Negative
Securities Fund $54,107,184 $69,898,158 Number No Fee
</TABLE>
EXHIBIT B
January 30, 1995
Vanguard Convertible Securities Fund, Inc.
1300 Morris Drive
Valley Forge, PA 19482
Gentlemen:
As a member of the Pennsylvania bar acting as Counsel to Vanguard
Convertible Securities Fund, Inc. ("Fund"), 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 Investment Company Act of 1940 ("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 common stock; par value $.001 per share).
My examination disclosed the following information:
1. The Fund is authorized to issue 1,000,000,000 shares of common stock
of the par value of $.001 per share. On November 30, 1994, approximately
16,031,792 shares of the Fund were issued and outstanding.
2. At the beginning of the fiscal year, the Fund had no shares of its
common stock registered under the 1933 Act other than pursuant to Rule 24f-
2, but which remained unsold.
3. During the fiscal year the Fund did not register any shares under the
1933 Act other than pursuant to Rule 24f-2.
4. During the fiscal year ended November 30, 1994, the Fund sold
4,683,025 shares of its common stock at an aggregate sales price of
$54,107,184. During this same fiscal period the Fund redeemed 6,174,624
shares of its common stock at an aggregate sales price of $69,898,158.
You have instructed me to file, on behalf of the Fund, a Notice in
accordance with the provisions of Rule 24f-2 of the 1940 Act, for the
purpose of registering under the 1933 Act, the 4,683,025 shares sold by the
Fund, during the fiscal year in reliance upon Rule 24f-2. I have prepared
the Rule 24f-2 Notice under which 4,683,025 shares of the Fund at an
aggregate sales price of $54,107,184 will be registered under the 1933 Act.
Based on 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 per share;
2. The proposed registration of the 4,683,025 shares of the Fund's common
stock 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, are
legally authorized and issued, fully paid, and non-assessable; and
3. The holders of such shares have all rights provided for 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
Counsel
