November 16, 1994
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Vanguard Asset Allocation Fund, Inc.
File No. 33-23444
Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Vanguard
Asset Allocation Fund, Inc. (the "Fund"), hereby files its Rule 24f-2
Notice for the fiscal year ended September 30, 1994. A wire transfer in
the amount of $51,483.78 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 did not register any
securities under the Securities Act of 1933 other than pursuant to Rule
24f-2.
2. During the fiscal year the Fund did not have any securities registered
under the Securities Act of 1933 other than pursuant to Rule 24f-2.
3. The number and the aggregate sales price of shares of the Fund sold
during the fiscal year was as follows (See footnote attached as Exhibit A
hereto):
Name of Securities Number of Shares Aggregate Sales Price
Common Stock 36,017,068 $521,659,327
($.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
Common Stock 36,017,068 $521,659,327
($.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 ASSET ALLOCATION FUND, INC.
BY: Raymond J. Klapinsky
Secretary
"EXHIBIT A"
FOOTNOTE TO RULE 24f-2 NOTICE
VANGUARD ASSET ALLOCATION FUND, INC.
The calculation of the registration pursuant to subsection (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 Asset
Allocation Fund, Inc. $521,659,327 $372,357,421 $149,301,906 $51,483.78
Common Stock
($.001 Par Value)
</TABLE>
EXHIBIT "B"
November 16, 1994
Vanguard Asset Allocation Fund, Inc.
100 Vanguard Boulevard
Malvern, PA 19355
Gentlemen:
As a member of the Pennsylvania bar acting as Counsel to Vanguard Asset
Allocation 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
Statement 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 September 30, 1994, approximately
81,298,466 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 remains 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 September 30, 1994, the Fund sold
36,017,068 shares of its common stock at an aggregate sales price of
$521,659,327. During this same fiscal period the Fund redeemed 26,278,877
shares of its common stock at an aggregate redemption price of
$372,357,421.
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 shares sold by the Fund during the
fiscal year in reliance upon Rule 24f-2. I have prepared the Rule 24f-2
Notice under the 36,017,068 shares of the Fund at an aggregate sales price
of $521,659,327 will be registered under the 1933 Act.
Based on the foregoing, 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 36,017,068 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 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
